Man cannot discover new oceans unless he has the courage to lose sight of the shore. Andre Gide

Transcription

1 2011 CLOSING REPORT

2 Man cannot discover new oceans unless he has the courage to lose sight of the shore. Andre Gide

3 Institutional Completed Transactions IMAP Articles

4 New Growth Centers in World Economy The West alone is not enough to locate the optimal buyer or partner anymore. New economic centers are generating and developing growth markets all around the world. The BRIC countries of a decade ago, namely Brazil, Russia, India, and China, are receiving ever more attention from the global economic community. Outperforming world growth figures and holding political influence with respect to their huge lands and populations, these countries are subject to daily analyses and projections by a wide spectrum of financial institutions from IMF to the World Bank. Following five centuries after the Geneose explorer Christopher Columbus accidentally discovered the Americas while he was in pursuit of discovering India to exploit new trade routes and establish colonies for the Spanish Monarch, India is finally being discovered now. Along with the discovery of Brazil, China, and Russia, it also drags along Mexico, Indonesia, South Korea, and Turkey. Leaving the irony aside, the globalization of the business world has been a reality for a long time, with its center progressively spreading out and new countries finding their way into this growing center. Today the traditional segmentation of the world as developed and emerging economies falls short of explaining the cumulative nature of the global economy. With respect to that, a new definition has been coined for those countries that lead economic development, including Turkey. This new segment is defined as growth markets. Aside from the macroeconomic events and their explanations, some of the indicators in our industry serve as the most clear synopsis of the new economy: Out of the 233,000 closed M&A deals during the period, 184,000 (79%) of them were done in the developed countries while only 49,000 (21%) were closed in emerging markets. This trend has shifted in the last three years; with 86,000 of the total 127,000 deals closed by developed nations while the emerging countries closed a number close to their previous five-year performance with 41,000 deals. Thus, the participation of the emerging countries has risen from 21% to 32% during the last three years. This 2

5 increase simply suggests that the new additions to the former economic centers are highly attractive for M&A deals as well. I believe that these figures will serve significant benefits to your future plans in developing and growing your businesses. The West alone is not enough to locate the optimal buyer or partner anymore. New economic centers are generating and developing growth markets all around the world. Among the most attractive countries of this new period, I would especially like to stress China s ever-growing significance. During the IMAP International Mergers & Acquisitions Symposium last year, when my dear friend, Jan Borgonjon, the president of our IMAP partner in China (InterChina) proposed to host the next conference, all our partners welcomed his suggestion with great enthusiasm. As a consequence, in late March we will all be in Beijing with more than 100 M&A professionals from 40 countries, along with numerous opportunity-seeking investors from their homelands, to attend the IMAP Global Investment Summit and meet with the prominent investors and state enterprise executives of China who had earlier declared interest in realizing cross-border transactions. The Investment Summit is organized in cooperation with the MOFCOM (Ministry of Commerce of the People s Republic of China) and you can follow the details thereof via the IMAP and 3 Seas Capital Partners websites. 12 Deals in 2011, sustaining our Leadership In 2011, 3 Seas Capital Partners completed 12 deals sustaining its market lead for the fourth year in a row. Despite the economic crisis and volatility of markets in Europe, particularly in Greece, the growth of the Turkish economy by 8% in 2011 is a highly pleasing and encouraging consequence for us. This consistent growth of Turkey has enabled our sector to engage into new markets from India to South Africa, Mexico to China, and Malaysia to Brunei, and many foreign investors to emphasize more interest in the Turkish market. among all financial institutions in terms of deal count in M&A. It has also sustained its market leadership in 2011 by successfully closing 12 deals. The acquisition of Diasis Diagnostic Systems, one of the most established medical testing equipment manufacturers of Turkey, by Erba Mannheim, a 100% owned subsidiary of India s leading biomedical devices company, Transasia BioMedicals; the partnership of the Kuwait-based Global Investment House to Yargıcı, one of the most renowned and established fashion retailers of Turkey; and the 65% share purchase of Kent Hospital Group, among the forefront of Izmir s hospitals, by the London-based independent private equity fund, Mid Europa Partners, are among the deals whose details you will be able to find in the Completed Transactions section. My dear friend and partner, Emre Erginler, together with whom I established 3 Seas Capital Partners, has been ranked No. 5 for 2011 in the Financial Advisors Individual Ranking to European 2011 by the Financial Times. I cordially congratulate Mr. Erginler for his success, as well as one of our market s most dynamic and qualified teams, the 3 Seas Capital Partners team, for sustaining our leadership in On behalf of 3 Seas Capital Partners and the exclusive partnership of market-leading M&A companies operating in over 40 countries, IMAP - for which I am serving as the Chairman and CEO - I wish for all our valuable stakeholders a successful and lucrative year. We are once more prepared to tackle and respond to any corporate requests we receive in 2012 in the field of mergers and acquisitions with the same enthusiasm and professionalism. Sincerely, Şevket Başev Completing over 30 deals during the last three years, 3 Seas Capital Partners has captured the leadership position 3

6 4 3 Seas Capital Partners finalized 12 M&A projects in 2011 and ranked first among all the financial institutions in Turkey in number of completed transactions.

7 Corporate Presentation 3 Seas Capital Partners is the leading corporate finance house in Turkey providing national and internationalscale services in the M&A field. Acting to meet the client s needs at the highest level possible, 3 Seas Capital Partners works together with the shareholders and the top management of large and mediumsized enterprises, private equity funds, and financial institutions, along with financial, legal, and technical advisory firms. Providing services for every step of the M&A process, 3 Seas Capital Partners brings investor or seller candidates that can offer the best strategic, operational, and financial synergies within terms and timing most suitable for the client. Since its establishment, 3 Seas Capital Partners has completed 58 successful M&A transactions valued at over USD 4 billion. Ranked number one for the last three years in the M&A market among all financial institutions with over 30 completed transactions, 3 Seas Capital Partners sustained its market leadership in 2011, with 12 completed transactions. 3 Seas Capital Partners is the exclusive partner of IMAP, a global organization of leading independent M&A advisory firms operating in more than 40 countries. Since 2000, IMAP partners have completed over 2,500 M&A transactions valued at over USD 75 billion. With the power of this partnership, 3 Seas Capital Partners provides value to its clients by identifying both the optimal targets worldwide for acquisition, as well as the optimal foreign financial or strategic investor candidates for the sell-side. 3 Seas Capital Partners experienced team provides services at global standards and contributes significant added value to its clients with professional interest and an attentive environment that caters to a variety of needs. 5

8 2011 Mergers and Acquisitions (M&A) Ranking of Corporate Finance Institutions Operating in Turkey Rank Company Deal Value (million USD) Number of Deals 1 3 Seas Capital Partners 302* 12 2 PwC Standard Unlu Menkul Degerler Pragma Corporate Finance With the completion of more than 30 transactions within the last three years, 3 Seas Capital Partners has been the undisputed leader in mergers and acquisitions among financial institutions. The firm finalized 12 transactions in 2011, once again taking the lead in the sector. 5 Bank of America Merrill Lynch IS Investment Securities Deloitte JPMorgan Goldman Sachs BNP Paribas SA EFG Istanbul Equities AS Daruma Corporate Finance Morgan Stanley Credit Suisse HSBC Rothschild Raiffeisen Investment AG (RIAG) UniCredit Group Ventura Partners Odin Financial Advisors 25 2 * Undisclosed deals are included in the total transaction volume. Mergermarket league table 2011 completed deals. 6

9 Deal Value Number Deal Value Number Rank Company (million USD) of Deals Rank Company (million USD) of Deals Rank Company Deal Value (million USD) Number of Deals 1 3 Seas Capital Partners 582* 11 2 Standard Unlu Menkul Degerler Raiffeisen Investment AG (RIAG) IS Investment Securities PwC PDF Corporate Finance EFG Istanbul Securities SA Rothschild Ventura Partners BNP Paribas SA Ernst & Young HSBC Pragma Corporate Finance SG Morgan Stanley Nomura Holdings Inc Credit Agricole CIB Houlihan Lokey Rabobank NV Daruma Corporate Finance Seas Capital Partners 312* 8 2 Pragma Corporate Finance IS Investment Securities SG Raiffeisen Investment Royal Bank of Scotland Group plc JP Morgan HSBC Bank EFG İstanbul Securities OYAK Yatırım Securities JPMorgan Cazenove Rothschild KPMG Fortis Holding Stellar Energy Advisors ATA Invest Bank of America Merrill Lynch Deloitte Ernst & Young Goldman Sachs Seas Capital Partners 385* 9 2 IS Investment Securities Pragma Corporate Finance Standard Unlu Deloitte & Touche JPMorgan Citigroup ABN AMRO Credit Suisse Garanti Securities EFG Istanbul FinansInvest Ernst & Young Global M&A M&A International PricewaterhouseCoopers SG Raiffeisen Investment HSBC PDF Corporate Finance Mergers and Acquisitions (M&A) Ranking of Corporate Finance Institutions Operating in Turkey 2009 Mergers and Acquisitions (M&A) Ranking of Corporate Finance Institutions Operating in Turkey 2008 Mergers and Acquisitions (M&A) Ranking of Corporate Finance Institutions Operating in Turkey * Undisclosed deals are not included in the total transaction volume. Mergermarket league table 2010 completed deals. * Undisclosed deals are included in the total transaction volume. Mergermarket league table 2009 completed deals. * Undisclosed deals are not included in the total transaction volume. Mergermarket league table 2008 completed deals. 7

10 8 The 3 Seas Capital Partners corporate finance team is comprised of executives with extensive experience, and professionals with degrees from some of the world s leading universities.

11 Partners Şevket Başev / CEO Şevket Başev is one of the founding partners and the CEO of 3 Seas Capital Partners. Mr. Başev has experience in competition law, investment law and advisory, M&A, contract negotiations Graduating from İzmir American College in 1993, Başev holds a B.A. in Political and Administrative Sciences from the Economy and Finance Department of Marmara University, İstanbul and a M.Sc. in European Union Studies from Galatasaray University, İstanbul. Başev also conducted post-graduate studies on International Economic Law in Pantheon-Sorbonne University, Paris. Başev was chosen as one of the top 15 Emerging European Investment Bankers by the Euromoney Magazine in He was elected Chairman of IMAP in November 2010 and has served as the CEO of the organization since March Başev is currently lecturing the Mergers & Acquisitions course within the MBA program of İstanbul Bilgi University. Emre Erginler / Managing Partner Emre Erginler is one of the founding partners of 3 Seas Capital Partners. In addition to solid long-term experience in private equity funds, mergers and acquisitions, venture capital and corporate finance, Erginler worked as an industrialist during his career. He has served as a member of the Board of Directors for several different companies. Erginler graduated from Österreichisches St. Georgs-Kolleg İstanbul, and received a BA degree in Mechanical Engineering from Syracuse University, USA, in He completed an MBA at Rice University, USA, in With the successful completion of M&A transactions in the areas of automotive, logistics, industry, financial services, telecommunications and energy within 3 Seas Capital Partners, Erginler has been ranked the number five financial advisor in Europe for 2011, by the Financial Times Mergermarket in the Financial Advisors Individual Ranking in Europe 2011 publication. 9

12 Tarık Şarlıgil / Managing Partner Tarık Şarlıgil is one of the founding partners of 3 Seas Capital Partners. He has long-term experience in mergers and acquisitions, venture capital, corporate finance, project and tender management. Şarlıgil graduated from Robert College in 1995 and received his undergraduate degree in Food Engineering from İstanbul Technical University in In 2000, he completed the MBA program of Sabancı University. Şarlıgil has completed a number of M&A transactions in the areas of food, retail, internet, service, FMCG, real estate and logistics, in 3 Seas Capital Partners. He is active on the FMCG, Food, Services, Retail and Internet committees of IMAP. İbrahim Arınç / Managing Partner İbrahim Arınç joined 3 Seas Capital Partners in 2007 and has more than a decade of professional experience in mergers and acquisitions, corporate finance, public offerings, convertible securities, strategic partnerships and corporate and debt restructuring areas. Since 1998, Arınç has held various positions with New York and İstanbul-based securities firms and international investment banks, and completed more 30 M&A transactions for strategic and financial clients. His transaction expertise covers a wide spectrum of sectors including media and entertainment, telecommunications, Internet, retail, consumer goods, food, healthcare and entertainment. Arınç graduated from Tarsus American School in 1994 and received his Bachelor of Science (Hons.) degree in Business Administration with a double major in Finance and Economics from Babson College, USA, in He completed his graduate studies at Boston College, USA, and earned an M.Sc. degree in Finance in

13 3 Seas Capital Partners Egypt 3 Seas Capital Partners Egypt was established under the leadership of Mr. Khaled el Ghannam at the end of Prior to establishing 3 Seas Capital Partners Egypt, El Ghannam was the founding partner of Egypt s leading corporate finance institutions, Intelligent Way and the Bayt El Khebra Group. 3 Seas Capital Partners Egypt provides a full range of exceptional services for the entire M&A process, with a dynamic team of seven leading corporate finance professionals. The firm has successfully become one of the leading corporate finance companies in the region, drawing on its strong regional network and the combined experience of El Ghannam and the 3 Seas Capital Partners team. Khaled El Ghannam / Chairman, 3 Seas Capital Partners Egypt Khaled El Ghannam is the Chairman of 3 Seas Capital Partners Egypt. He has wide experience in M&A, due diligence, audit, and tax consultancy. After graduating from university in 1978, El Ghannam joined the Egyptian headquarters of a leading international audit, tax and financial advisory services firm. He became a partner in 1992, and established the corporate finance and financial transactions division in From 2003 to 2010, El Ghannam served as the managing partner for both Intelligent Way and the Bayt El Khebra Group, carrying out a number of restructurings and turnarounds that included financial debt settlements, debt and equity financings, advisory, valuation and M&A assignments for domestic and multinational companies. 11

14 12 Since its foundation, 3 Seas Capital Partners has completed 58 successful M&A transactions valued over USD 4 billion.

15 Completed Transactions in 2011 Kent Hospital Group - Mid Europa Partners Yargıcı Global Investment House Mid Europa Partners, a London-based private equity firm, acquired a 65% share in Kent Hospital Group, one of the leading private hospital establishments in İzmir. 3 Seas Capital Partners acted as the exclusive financial and strategic advisor to Kent Hospital Group shareholders throughout the process. Kent Hospital Group Established in 2004, Kent Hospital has fully-equipped diagnostic and treatment services on a 22,000 square meter medical complex with 162 beds, in İzmir. Kent Hospital Group performs over 126,000 medical procedures yearly, serving 83,000 patients with its team of internationally experienced medical specialists. Mid Europa Partners Mid Europa Partners is one of the leading private equity firms in Central and Eastern Europe, with 3.2 billion EUR raised in funds since its inception. The firm has offices in London, Budapest and Warsaw. Kent Hospital Group is Mid Europa Partners first investment in Turkey and its fourth investment in the healthcare services sector. Global Capital Management, the alternative asset management arm of Kuwait-based Global Investment House, has invested in Yargıcı, the leading women s apparel and accessories brand in Turkey. 3 Seas Capital Partners acted as the exclusive financial and strategic advisor to Yargıcı shareholders throughout the process. Yargıcı Established in 1978, Yargıcı is one of the longestestablished well-known women s apparel and accessories brands in Turkey. The company has a total of 28 stores in İstanbul, Ankara, İzmir, Adana, Bodrum and Paris. Global Investment House Established in 1998, Global Investment House is a Kuwait-based private equity firm. Listed on the Kuwait, Dubai, Bahrain and London Stock Exchanges, Global Investment House manages funds reaching USD 10 billion through offices in eight countries, including Turkey. 13

16 Elit - Kerten Swissotel Göcek Marina & Resort - Doğuş Holding Kerten Private Equity, an Ireland-based private equity firm, acquired a 32.5% share in Elit Çikolata ve Şekerleme, the pioneer chocolate and confectionary producer in Turkey. 3 Seas Capital Partners acted as the exclusive financial and strategic advisor to Elit Çikolata ve Şekerleme shareholders throughout the process. Elit Established in 1924, Elit Çikolata ve Şekerleme is one of the oldest chocolate producers in Turkey. Elit produces and markets a wide range of products, including chocolate-covered dragees, specialty chocolates, candies and madeleine chocolates. The company also exports its products to various countries, mainly in Europe. Kerten Ireland-based Kerten Private Equity operates in four different countries, with offices in Dubai, Istanbul, Bucharest, and Warsaw. Established in 2006, Kerten focuses its investments on mid-size companies. The firm commenced its operations in Turkey in 2008 and since then has concluded investments in The House Otel, The House Apart and Elit Cikolata ve Şekerleme. Doğuş Holding, one of Turkey s largest conglomerates, has acquired Swissotel Göcek Marina and Resort from Turkon Holding, one of Turkey s most prominent holding groups. 3 Seas Capital Partners acted as the exclusive financial and strategic advisor to Swissotel Göcek Marina and Resort shareholders throughout the process. Turkon Holding Turkon Holding is a prominent Turkish maritime transport company and a part of the Kaşif Kalkavan Group, one of the longest-established players in Turkey s maritime business. Led by Mr. Nevzat Kalkavan, Turkon Holding has one of the country s most modern fleets and conducts container transportation on the U.S., Europe, and Eastern Mediterranean routes. Turkon has offices and agencies in all ports of Turkey as well as in several of the world s foremost maritime centers. Doğuş Holding Established in 1951 Doğuş Holding is active in the financial, automotive, construction, media, tourism, and energy industries. The Holding comprises 29,000 employees and 122 companies, including Garanti Bank, NTV, StarTV, Doğuş Otomotiv and TüvTürk. 14

17 Sensormatic - Securitas Y3K - Securitas Securitas, the Sweden-based global security services provider, has acquired a 51% stake in Sensormatic Güvenlik Hizmetleri A.Ş., the Turkey-based company technical security services provider. 3 Seas Capital Partners acted as the exclusive financial and strategic advisor to Sensormatic shareholders throughout the process. Sensormatic Established in 1994 and headquartered in İstanbul, Sensormatic provides services in the field of electronic security systems to prominent retail stores, and commercial and industrial enterprises in Turkey. Sensormatic, with additional offices in Adana, Antalya, Bursa, Gaziantep and İzmir, operates with a staff of 170. Securitas Established in 1934, Sweden-headquartered Securitas is one of the top security services providers in the world, with an 11% global market share. Securitas provides customized security solutions to the financial, retail, energy, aviation, health and public sectors, with 295,000 employees across five continents and 49 countries. Securitas, the Sweden-based global security services provider, has acquired a 51% stake in Y3K, a prominent electronic security products provider in Turkey. 3 Seas Capital Partners acted as the exclusive financial and strategic advisor to Y3K shareholders throughout the process. Y3K Y3K is a prominent electronic security products provider in Turkey. Y3K provides CCTV, Access Control, Biometric and Intrusion Alert systems, camera control units and detectors, and installation and maintenance services. Securitas Established in 1934, Sweden-headquartered Securitas is one of the top security services providers in the world with an 11% global market share. Securitas provides customized security solutions to the financial, retail, energy, aviation, health and public sectors, with 295,000 employees across five continents and 49 countries. 15

18 Bosell - Securitas UGM - Securitas Securitas, the Sweden-based global security services provider, has acquired a 51% stake in Bosell, the leading Bosch Security Systems distributor and the only supplier in Turkey of sales and after-sale services of Bosch Building Technology products. 3 Seas Capital Partners acted as the exclusive financial and strategic advisor to Bosell shareholders throughout the process. Bosell Established as a total solution provider for Bosch Security Systems, Bosell supplies consulting, project design, installation, sales and after-sales services as well as maintenance for electronic security systems with its experienced technical team. The firm s product range includes Building Integration Systems (BIS), CCTV and IP-CCTV Systems, Public Address and Voice Alarm Systems, Intrusion Alarm, Conference and Fire Alarm Systems. Securitas Established in 1934, Sweden-headquartered Securitas is one of the top security services providers in the world with an 11% global market share. Securitas provides customized security solutions to the financial, retail, energy, aviation, health and public sectors, with 295,000 employees across five continents and 49 countries. Securitas, the Sweden-based global security services provider, has acquired a 51% stake in UGM, the Turkey based provider of monitoring and reporting services to residential, commercial and industrial clients. 3 Seas Capital Partners acted as the exclusive financial and strategic advisor to UGM shareholders throughout the process. UGM UGM has a service-oriented approach to the electronic security industry; tracking the signals of installed devices and informing its clients as necessary. Focused on more than just product sales, the company aims to provide a customized service to residential and institutional clients through its monitoring center. Securitas Established in 1934, Sweden-headquartered Securitas is one of the top security services providers in the world with an 11% global market share. Securitas provides customized security solutions to the financial, retail, energy, aviation, health and public sectors, with 295,000 employees across five continents and 49 countries. 16

19 DDS - Erba Mennheim emoda - ilab Diasis Diagnostik Sistemler (DDS), one of the leading medical testing equipment companies in Turkey, has been acquired by Erba Diagnostics Mennheim, a fully owned subsidiary of Transasia Bio-Medicals, India s top biomedical company. 3 Seas Capital Partners acted as the exclusive financial and strategic advisor to DDS shareholders throughout the process. DDS Established in 1993, DDS is an ISO 9001/EN certified medical testing equipment provider in Turkey. DDS has introduced more than 40 optimized reagents for clinical chemistry and immunoturbidimetric tests, and has added a wide range of calibrators and controls since its inception. In addition to domestic sales, DDS exports its products to more than 15 countries. Erba Mennheim One of Europe s prominent biomedical companies, Erba Mennheim provides total solutions for clinical diagnosis. Erba Mennheim is a fully-owned subsidiary of Transasia Bio-Medicals. Established in 1985 by Suresh Vazirani, Transasia Bio-medicals, with a distribution network across 50 countries, is one of the largest biomedical companies globally. ilab Ventures, a leading venture capital firm in Turkey, has acquired a minority stake in emoda, an online luxury apparel retailer. 3 Seas Capital Partners acted as the exclusive financial and strategic advisor to emoda shareholders throughout the process. emoda emoda is an online apparel retailer focusing on the sale of lesser-known brands with high-growth potential. The company also operates a website, beyazkutu.com, for the online retail sale of globally renowned shoes, apparel and accessories brands. The brands sold at emoda websites are procured from respective distributors in Turkey or imported directly from sales points in different countries. ilab Ventures Established in 2000 as a subsidiary of Access Turkey Capital Group, ilab Ventures is a venture capital firm investing in early and growth stage Internetbased companies with high-growth potential. Since its inception, ilab has made a series of investments including Kariyer.net, Gittigidiyor.com, Sigortam.net and DijiMecmua. 17

20 AKG Gazbeton ADM Capital Usta Turizm ve Yat İşletmeciliği Belgian Investors AKG Gazbeton, one of Turkey s leading concrete producers, concluded a partnership agreement with ADM Capital, the Hong Kong-based fund manager. AKG has received a significant minority investment from ADM Capital. 3 Seas Capital Partners acted as the exclusive financial and strategic advisor to AKG shareholders throughout the process. AKG Gazbeton İzmir-based AKG Gazbeton is the leading gas concrete manufacturer in Turkey with a total of 1,585,000 cubic meters of annual capacity at its three production facilities located in İzmir, Kırıkkale, and Çorlu. AKG Gazbeton operates as a subsidiary of AKG Group, one of Turkey s most prominent industrial groups; comprised of subsidiaries such as Çimstone, More Aquaculture and Çittur. Usta Turizm ve Yat İşletmeciliği, a Turkey-based luxury sailboat and yacht manufacturer, has received a significant minority investment from a Belgian private investor group. 3 Seas Capital Partners acted as the exclusive financial and strategic advisor to Usta Turizm ve Yat İşletmeciliği shareholders throughout the process. Usta Turizm ve Yat İşletmeciliği Usta Turizm ve Yat İşletmeciliği was founded by the leading design management guru, Renan Gokyay, who is also one of the main shareholders of Nurus, Turkey s leading office furniture company with many global design awards including Red Dot, IF and IFDA awards. Usta Turizm ve Yat Isletmeciligi specializes in luxury sail boats and yachts with state of the art technology and unique design under the LaNina brand. ADM Capital Established in 1996, Hong Kong-headquartered ADM Capital is one of the top private equity firms in Asia, operating through offices in London, Mumbai, Beijing, İstanbul, Kiev, and Almaty. ADM Capital, which manages funds worth approximately USD 1.6 billion in 16 countries, has revealed investments worth more than USD 400 million in Turkey, including investments in companies including SFA Sogutma Sanayi, Işıklar Holding, Penkon Gıda, Universal Hastaneleri Grubu, STFA Yatırım Holding and İstanbul Çorap Sanayi. 18

21 List of Completed Transactions Company Sector Closed Date Company Sector Closed Date 1 Kent Hastane Grubu - Mid Europa Partners Healthcare Yargıcı Global Investment House Perakende Elit - Kerten Consumer Products and Services Swissotel Gocek Marina & Resort - Real Estate Doğuş Holding Sensormatic - Securitas High Technology Y3K - Securitas High Technology Bosell - Securitas High Technology UGM - Securitas High Technology DDS - Erba Mennheim Healthcare emoda - ilab Media and Entertainment 2011 AKG Gazbeton - Asia Debt Management Industrials 11 Hong Kong Ltd 2011 Usta Turizm ve Yat İşletmeciliği - Industrials 12 Belgian Investors Groupe Cheque Déjeuner - Multinet Financials Wenice Kids - Eurasia Capital Partners Retail Invus - Airties High Technology TURKON / MNG - Energo-PRO Energy and Power Kar-en - Energo-PRO Energy and Power Duru Grup - Hunca Consumer Products and Services Hakkasan - İstanbul Doors Real Estate The House Apart - Kerten Real Estate Mynet - Trendyol.com Media and Entertainment Taha Tatlıcı - Galerist Retail Medyaguru - Mynet Media and Entertainment Harvey Nichols - Demsa Perakende Fleetcorp Financials Tommy Hilfiger Retail Sandras Su - Coca Cola Consumer Products and Services Duru Toplu Tüketim - Güney 2M Dağıtım Consumer Products and Services Camper - Coflusa Sau Retail Marmaris Select Maris - Doğuş Holding Real Estate Port Göcek Marina - Doğuş Holding Real Estate Yeniköy - Carlton Real Estate Fintur Holding - Azercell Telecommunications Numarine - Abraaj Capital Endüstri Maxi - Migros Retail Marfin Investment - Şafak Hastaneleri Healthcare Kendir Keten - Makyol/Boğaziçi Yatırımları Real Estate Akkardan - Bossa Industrials Fina Turkon Holding A.Ş. Logistics Turkon Fina Denizcilik A.Ş. Logistics ISBI - DOBA Logistics Fina - Turkon - Kumport Logistics Çam Tourism Investments Ltd. Real Estate Eko Finans - Bancroft Financials TeliaSonera - MCT Telecommunications Liftmedya - Kampüs Media and Entertainment Türkerler - Derince Logistics Boğaziçi - Sait Halim Paşa Real Estate FarInvest - Mata Industrials Tiger/Mynet - Yonja Media and Entertainment Panda - K-Line Logistics Mynet - Tiger Media and Entertainment Lift - Tiger Media and Entertainment Docar - Renty Financials Mynet - Beyazperde Media and Entertainment Turkuaz - Henkel Industrials Farplas - Öncü Industrials Docar - TII Financials

22 Completed Transactions Based on Sectors INDUSTRY AKG Gazbeton ADM Capital AKG Gazbeton, one of Turkey s leading concrete producers, concluded a partnership agreement with ADM Capital, the Hong Kongbased fund manager. AKG has received a significant minority investment from ADM Capital. Usta Turizm ve Yat İşletmeciliği Belgian Investors Usta Turizm ve Yat İşletmeciliği, a Turkey-based luxury sailboat and yacht manufacturer, has received a significant minority investment from a group private investors in Belgium Bossa - Akkardan Akkardan, the Turkish automotive parts manufacturer, acquired 50.12% of Bossa, one of the most established group companies of Sabanci Holding, based on a total value of USD million. Numarine - Abraaj Capital Abraaj Capital, one of the largest private equity firms in the Middle East, has acquired 50% of the shares of Numarine, one of Turkey s leading motor yacht manufacturers. 20 FarInvest - Mata FarInvest, a Turkey-based investment company that invests mainly in the automotive industry, has acquired 51% of Mata Otomotiv; producer of automotive spare parts and wooden interiors. Farplas - Öncü Farplas, one of the leading Turkish plastic injection producers for automotive OEM producers, acquired 100% shareholding in Oncu Dayanikli Tuketim Mallari A.S., the leading supplier of ABS-based products to commercial vehicle producers in Turkey.

23 INDUSTRY LOGISTICS AND INFRASTRUCTURE Turkuaz - Henkel Europe-based Henkel, one of the largest, global chemicals companies, has signed a joint venture agreement with Turkuaz, a leading distributor in Kazakhstan. Fina Turkon Holding Fina Holding acquired the remaining 50% shares owned by Turkon Holding in Fina Turkon Holding, the owner of Kumport Liman İşletmesi A.Ş.. Fina Holding became the sole owner of Fina Limancılık Lojistik Holding A.Ş. (formerly known as Fina Turkon Holding) after the transaction, in which 3 Seas Capital Partners acted as the exclusive financial and strategic advisor. Turkon Fina Denizcilik Turkon Holding acquired the remaining the 50% shares owned by Fina Holding in Turkon Fina Denizcilik A.Ş.. Turkon Holding became the sole owner of Turkon Fina Denizcilik A.Ş. after the transaction, in which 3 Seas Capital Partners acted as the exclusive financial and strategic advisor. LOGISTICS AND INFRASTRUCTURE Türkerler - Derince Türkerler Grubu, a leading Turkish group active in construction, energy, tourism, real estate and textiles industries, has won the privatization tender of Derince Port, held by the Privatization Administration of Turkey, for USD million. Fina / Turkon - Kumport Kumport Liman Hizmetleri Lojistik Sanayi ve Ticaret A.Ş., one of Turkey s leading container ports, was acquired by Fina Holding A.Ş. and Turkon Konteyner Taşımacılık ve Denizcilik A.Ş. for USD 255 million. İSBİ - Doba ISBI, Turkey s leading free trade zone & logistics center management company, has acquired majority shareholding in Doba Investments Ltd., the founder and operator of Famagusta Free Zone in Cyprus. Panda - K-Line 3 Seas Capital Partners has advised the shareholders of Panda Denizcilik in their joint venture agreement with Japan-based Kawasaki Kisen Kaisha Line ( K Line ), one of the largest global transportation companies, operating as K-Line Turkey. 21

24 REAL ESTATE Swissotel Göcek Marina & Resort - Doğuş Holding Doğuş Holding, one of Turkey s largest conglomerates, has acquired Swissotel Göcek Marina and Resort, from Turkon Holding, one of Turkey s most prominent holding groups. The House Apart - Kerten Kerten Private Equity, Ireland-based private equity firm, has acquired 50% of shares in The House Apart, one of Turkey s emerging names in accommodation & hospitality services. Hakkasan - İstanbul Doors Hakkasan İstanbul, one of the world s top restaurants and a subsidiary of Turkish conglomerate Unitim Holding, has been acquired by the Turkey-based bar and restaurant management company İstanbul Doors Group. Port Göcek - Doğuş Holding Dogus Holding, one of Turkey s largest conglomerates, has agreed to acquire Anadolu Turizm Yatırımları A.Ş., the operator of Port Gocek Marina, from Turkon Holding, one of the most established groups in Turkey. Marmaris Select Maris - Doğuş Holding Dogus Holding, one of Turkey s largest conglomerates, has acquired Kartal Otel Marmaris Turizm İsletmeciligi A.Ş., the company which owns and operates Marmaris Select Maris Hotel from Turkon Holding, one of the most established groups in Turkey. Kendir Keten - Boğaziçi / Mak-Yol Kendir Keten Sanayi T.A.Ş. was acquired by Mak-Yol İnşaat Sanayi Turizm ve Ticaret A.Ş. and Boğaziçi Yatırımları A.Ş. 22

25 REAL ESTATE Yeniköy Turizm - Carlton Yeniköy Turizm, İstanbul-based real estate investment company, has won the tender for Carlton Hotel property in Yeniköy, İstanbul for an amount of 70 million TL. The tender was held by Savings Deposit Insurance Fund of Turkey. Boğaziçi - Sait Halim Paşa Boğaziçi Turizm Yatırım Ltd., an İstanbul based tourism investment company, acquired Yeniköy Turizm Yatırım Ltd., the İstanbul based real estate Investment Company, which owns the operating rights for Sait Halim Pasa Mansion located on in Yeniköy, on the Bosphorus. Çam Tourism Investments A group of private Turkish investors have acquired Çam Tourism Investments Ltd, a company holding certain real estate properties in Cyprus. 3 Seas Capital Partners has acted as the exclusive financial and strategic advisor to the group of private Turkish investors on the acquisition. HEALTHCARE Kent Hastane Grubu - Mid Europa Partners Mid Europa Partners, a Londonbased private equity firm acquired a 65% share in Kent Hospital Group, one of the leading private hospital establishments in İzmir. DDS - Erba Mennheim Diasis Diagnostik Sistemler (DDS), one of the leading medical testing equipment companies in Turkey, has been acquired by Erba Diagnostics Mennheim, a fully owned subsidiary of Transasia Bio-Medicals, India s top biomedical company. Marfin Investment - Şafak Hastaneleri Hygeia Diagnostic & Therapeutic Center of Athens SA, an Athens-based healthcare group, owned by Marfin Investment Group, Greece-based investment holding company, has acquired 50% of İstanbul based Şafak Healthcare Group, which owns four hospitals in İstanbul. 23

26 CONSUMER PRODUCTS AND SERVICES Elit - Kerten Kerten Private Equity, an Ireland-based private equity firm, acquired a 32.5% share in Elit Çikolata ve Şekerleme, the pioneer chocolate and confectionary producer in Turkey. Duru Toplu Tüketim - Güney 2M Dağıtım Güney 2M, the largest Turkish distributor and wholesaler of food and food related products to the hotel, restaurant and cafeteria businesses, has acquired 80% share of Duru G2M, a joint venture set up by and between Güney 2M and Duru Toplu Tüketim, an Antalya, Turkey-based distributor and wholesaler. Sandras Su - Coca Cola Coca Cola İçecek, the listed Turkish bottler and distributor of non-alcoholic beverages, has acquired certain assets, rights and licenses of Sandras Su Gıda Turizm Taşımacılık İnşaat A.Ş., the Turkeybased company engaged in water bottling business, from Turkon Holding, one of the most established groups in Turkey. CONSUMER PRODUCTS AND SERVICES RETAIL Duru Grup - Hunca Duru Grup, headquartered in Antalya, has transferred its 50% shares in Hunca Kozmetik Sanayi A.Ş. to Tuncer Hunca and Jozy Holdings LLP. Yargıcı Global Investment House Global Capital Management, the alternative asset management arm of Kuwaitbased Global Investment House, has invested in Yargıcı, the leading women s apparel and accessories brand in Turkey. 24

27 RETAIL Taha Tatlıcı - Galerist Taha Tatlıcı, a diversified private investor who predominantly focuses on education and real estate sectors, has established a partnership with Galerist, a leading contemporary art gallery. Wenice Kids - Eurasia Capital Partners Turkey s leading children s apparel brand, Wenice Kids, has formed a partnership with The Netherlands-based WNC Kids Holding, a joint venture representing the consortium of Netherlands Development Finance Company (FMO) and the regional investment fund Balkan Accession Fund (BAF), under the leadership of Eurasia Capital Partners, a Turkey-based private equity fund. Under the terms of this alliance, WNC Kids Holding has acquired a 50% stake in Wenice Kids. Camper - Coflusa Sau Coflusa Group, the Spanish retail group, has agreed to acquire majority shareholding in the Unitim Holding subsidiary that operates 15 Camper stores in Turkey from Unitim Holding through an asset sale transaction. Tommy Hilfiger Unitim Holding, which has been the owner of the exclusive franchising and distribution rights of fashion brand Tommy Hilfiger in Turkey and several CIS countries since 1998, has transferred all Tommy Hilfiger stores operating in Turkey, along with the exclusive franchising and distribution rights, of the brand to Tommy Hilfiger Marka Dagitim ve Ticaret A.Ş., the Turkey based retail firm and an affiliate of Tommy Hilfiger Europe BV. Harvey Nichols - Demsa Demsa İç ve Dış Ticaret A.Ş., the Turkey-based retail firm, has agreed to acquire Harvey Nichols İstanbul, the İstanbul franchise of the UK-based luxury department store from UnitimHolding. Maxi - Migros Certain assets belonging to İstanbul-based Maxi Supermarkets; the supermarket chain belonging to Hamoğlu Group, has been acquired by Migros, one of the leading retail groups in Turkey. 25

28 MEDIA AND ENTERTAINMENT emoda - ilab ilab Ventures, a leading venture capital firm in Turkey, has acquired a minority stake in emoda, the online luxury apparel retailer. Mynet - Trendyol.com The shareholders of Mynet A.Ş., the leading Turkish Internet portal, have made a minority investment into DSM Grup Danışmanlık İletişim ve Satış Tic. A.Ş., the proprietor of Trendyol.com online shopping website. Medyaguru - Mynet Medyaguru, one of the leading Internet advertising companies in Turkey, has been acquired by Turkey s leading Internet portal, Mynet. Tiger / Mynet - Yonja Tiger Global, a New York based private equity fund, and Mynet, the leading Turkish Internet portal, acquired 50% of San Francisco based Yonja LLC, owner of www. yonja.com, the international community and friendship site. Lift - Kampüs Lift Medya, the leading indoor advertising company in Turkey, has acquired Kampüs together with its subsidiary Okul, the leading indoor advertising companies active in universities and high schools. Mynet - Beyazperde Mynet, the number one Turkish Internet portal, has acquired the leading cinema Web site, beyazperde.com. 26

29 MEDIA AND ENTERTAINMENT Lift - Tiger The Tiger Global Private Investment Partners, a New York-based private equity fund, acquired minority interest in Lift Medya, one of the leading indoor advertising companies in Turkey. Mynet - Tiger The Tiger Global Private Investment Partners, a New York-based private equity fund, acquired minority interest in Mynet, the number one Turkish Internet portal. TELECOMMUNICATIONS Fintur Holding - Azercell In March 2008, the Azerbaijan Information and Communication Technologies Ministry privatized the remaining 35.7% shares of Azercell, which is the largest GSM operator in Azerbaijan with more than 3 million subscribers.fintur Holding, a joint venture between TeliaSonera and Turkcell, acquired the remaining 35.7% shares of Azercell. TeliaSonera - MCT TeliaSonera, the leading telecommunications company in the Nordic and Baltic region, has acquired 100% of the shares in MCT, a US-based company with majority controlling shareholdings in three Central Asian GSM operators in Uzbekistan and Tajikistan and a small minority interest in the leading GSM operator in Afghanistan, for an enterprise value of approximately USD 300 million. 27

30 FINANCIAL SERVICES Groupe Cheque Déjeuner - Multinet One of the top three meal and payment voucher firms in the world, France-based Groupe Cheque Dejeuner has acquired Multinet Kurumsal Hizmetler A.Ş., one of the leading Turkish firms in payment vouchers and meal cards business for a sum of USD 90 million. Fleetcorp In March 2009, The International Investor (TII), a leading Middle Eastern investment group, agreed to acquire the remaining 25% stake in Fleetcorp Turkey (previously known as Docar), one of the leading Turkish operational fleet leasing companies, from its founding shareholders. TII had previously acquired the 75% shareholding of Docar in 2005 from the founding shareholders. TII has became the sole owner of the company after the transaction. Eko Finans - Bancroft Bancroft, a private equity firm that has been active exclusively in the region of Central and Eastern Europe since 1989, acquired minority interest in Eko Finans Factoring, which is a factoring services provider in Turkey with 15 branch offices countrywide, focusing on small to mid-sized enterprises. FINANCIAL SERVICES TECHNOLOGY Docar - TII The International Investor (TII), a leading Middle Eastern Investment Group acquired 75% shareholding in Docar, one of the leading operational fleet leasing companies in Turkey. Docar - Renty Docar, one of the leading Turkish operational fleet leasing companies, acquired 100% shareholding in Desas Ticari Araçlar Kiralama Servis ve Tic. A.Ş., the leading commercial vehicle leasing company in Turkey, operating under the Renty brand. Sensormatic - Securitas Securitas, the Sweden-based global security services provider, has acquired a 51% stake in Sensormatic Güvenlik Hizmetleri A.Ş., the Turkey-based company technical security services provider. 28

31 TECHNOLOGY Y3K - Securitas Securitas, the Sweden-based global security services provider, has acquired a 51% stake in Y3K, a prominent electronic security products provider in Turkey. Bosell - Securitas Securitas, the Sweden-based global security services provider, has acquired a 51% stake in Bosell, the leading Bosch Security Systems distributor and the only supplier in Turkey of sales and aftersale services of Bosch Building Technology products. UGM - Securitas Securitas, the Sweden-based global security services provider, has acquired a 51% stake in UGM, the Turkey based provider of monitoring and reporting services to residential, commercial and industrial clients. TECHNOLOGY ENERGY Invus - Airties US-base private equity firm Invus has invested in Turkey s leading wireless network equipments manufacturer Airties as a minority shareholder. Turkon / MNG - Energo-PRO The Czech Republic-based Energy Company, Energo-Pro has acquired Hamzalı, Resadiye and Kaskatı hydroelectric power plants with a total generation capacity of 81 MW, from the leading Turkish groups, Turkon Holding and MNG Holding for a sum of USD 380 million. Kar-en - Energo-PRO The Czech Republic-based energy company, Energo-Pro has acquired Kar-En Karadeniz Elektrik Üretim ve Ticaret A.Ş., a joint venture by the leading Turkish groups Turkon and MNG Holdings including Aralık hydroelectric power plant, with a generation capacity of 13 MW, for a sum of USD 26 million. 29

32

33

34 32 IMAP is an exclusive global organization of leading independent mergers and acquisitions advisory firms.

35 IMAP Standards Span over 40 Countries In 2011 IMAP members completed 227 M&A and 38 Capital Raising transactions, with a total transaction value of USD 16 billion. IMAP is an exclusive global partnership of leading independent merger and acquisition advisory firms. Founded in 1973, IMAP is the world s most well-established and experienced M&A partnership operating globally. IMAP is shifting towards a more integrated operating structure, with systematic business practices that better support the ability to serve its clients at the international scale and standards. Today, IMAP operates as a global establishment with a professional staff and a large team of committed global transaction advisors. For almost 40 years of service, IMAP colleagues have worked together to successfully complete thousands of transactions. IMAP, represented by over 450 qualified executives with years of experience and expertise in the sector, provides competent and high-skill M&A services in North and South America, Europe, Africa, and Asia. Sharing common values and principles, these professionals observe the effective and proven IMAP standards to complete projects at a superior service level. Year Number of Deals Deal Value (million USD) Average Deal Value (million USD) ,151 17, ,096 10, , ,470 16, ,803 30, ,079 18, ,341 29, ,946 39, ,024 51, ,159 34, ,011 59, ,299 49,8 Volume & Value of M&A Deals Completed by IMAP 33

36 IMAP Board of Directors The IMAP Board of Directors is comprised of leading international investment banking and corporate finance professionals who are also shareholders of IMAP. Şevket Başev, Turkey Chairman and CEO Karl Fesenmeyer, Germany Vice Chairman Jurgis V. Oniunas, Crotia Michael Drury, USA Scott Eisenberg, USA Treasurer At the IMAP Conference in Paris, 3 Seas Capital Partners founder and CEO, Şevket Başev was elected as the Chairman to the Board of Directors of IMAP in October, In line with the restructuring of IMAP, Şevket Başev was also elected as the CEO by the board of directors in March 2011 at the IMAP Conference in New York. Michael Reeves, England Jose Sauma, Costa Rica Eduardo Morcillo, China Steven Dresner, USA Søren Nørbjerg, Denmark Gilberto Escobedo, Mexico Antonio Zecchino, Italy 34

37 IMAP Fact & Figures Rank Global Financial Ranking 2011 Financial Advisor Number of Deals Deal Value (million USD) 1 KPMG ,679 2 PricewaterhouseCoopers 269 9,378 3 IMAP 225 2,721* 4 Ernst & Young LLP 216 9,855 5 Rothschild ,575 6 Goldman Sachs & Co ,833 7 Morgan Stanley ,196 8 Deloitte 166 7,590 9 Lazard ,397 9* JP Morgan , UBS ,197 11* Credit Suisse , Deutsche Bank AG , Nomura , Bank of America Merrill Lynch , M&A International 125 1, BDO International 121 3, Houlihan Lokey 120 6, Citi , Jefferies & Co Inc ,186 * Undisclosed deals are not included in the total transaction volume. Transactions up to 500 million USD in value are included. Source: Thomson Reuters Global League Tables th 3 th 1 st 1 st 5 th IMAP Globally For values up to 500 million USD in EMEA region For values up to 500 million USD in Nordic Region For values up to 500 million USD in Eastern Europe For values up to 500 million USD in the USA For values up to 200 million USD The total deal volume generated by the number of transactions completed by IMAP partners has been increasing consistently to date since IMAP s establishment. The last 10 years have shown particularly strong growth, with a total deal value of USD 75 billion, and more than 2,500 transactions. In 2009, one of the most difficult years for M&A, IMAP completed 179 transactions, followed by 194 transactions in In 2011 IMAP members have completed 227 M&A and 38 Capital Raising transactions, with a total transaction value of USD 16 billion. In past years, IMAP has consistently ranked among the top five in Thomson Reuters global mid-market M&A ratings. In 2010, IMAP ranked fourth for the number of completed transactions with a value up to USD 200 million. In 2011, IMAP rose to No. 3 globally and to No. 1 in Eastern European and the Scandinavian countries for the number of completed transactions valued under USD 500 million. 35

38 2011 IMAP Transactions by Industry IMAP Partners have formed Industry Groups to leverage the industrial expertise and experience available within IMAP worldwide. These groups function within 13 globally-accepted industry classifications. CONSUMER STAPLES CONSUMER PRODUCTS and SERVICES M&A: 20 transactions; USD million total transaction value M&A: 28 transactions; USD million total transaction value KDDI Corporation - WebMoney Corporation Pinnacle Inc, IMAP Japonya Financing: 3 transactions; USD million total transaction value 57th Street General Acquisition Corp. - Crumbs Bake Shop, Inc. Morgan Joseph, IMAP Amerika Financing: 7 transactions; USD 1.083,83 million total transaction value ENERGY and POWER FINANCIAL M&A: 7 transactions; USD million total transaction value M&A: 14 transactions; USD million total transaction value KUO Group/INSA - GPRO Group Nanjing InterChina, IMAP Çin Financing: 3 transactions; USD million total transaction value Covington Fund II Inc. - VenGrowth Funds Crosbie & Company, IMAP Kanada Financing: 3 transactions; USD 146 million total transaction value 36

39 HEALTHCARE HIGH TECHNOLOGY M&A: 23 transactions; USD million total transaction value M&A: 22 transactions; USD million total transaction value Metropolitan Health Networks, Inc. - Continucare Corporation Morgan Joseph, IMAP Amerika Financing: 9 transactions; USD million total transaction value One Equity Partners LLC - Allied Advanced Technologies SA ICG Partners, IMAP Brezilya Financing: 5 transactions; USD million total transaction value INDUSTRIALS MATERIALS M&A: 48 transactions; USD 1.93 billion total transaction value M&A: 26 transactions; USD 2.88 billion total transaction value S.A. - Costanera Espigón Terminal South Andes Capital, IMAP Şili Financing: 5 transactions; USD 555 million total transaction value Unilever Ventures - OM Group Clearwater, IMAP İngiltere Financing: 3 transactions; USD million total transaction value MEDIA and ENTERTAINMEND REAL ESTATE M&A: 7 transactions; USD million total transaction value M&A: 5 transactions; USD million total transaction value Portquay I West - Media Capital GB Lynx, IMAP Ispanya ve Portekiz Financing: 3 transactions; USD 41.8 million total transaction value Rossi Residencial - Norcon Sociedade Nordestina de Construções ICG Partners, IMAP Brezilya Financing: 1 transaction; USD 700 million total transaction value RETAIL PCH International Ltd - TNS Distribution Ltd Key Capita, IMAP Irlanda M&A: 22 transactions; USD 186 million total transaction value Financing: 4 transactions; USD 687 million total transaction value 37

40 2011 IMAP Events In 2011, IMAP succesfully continued to host international symposiums with the attendance of numerous investors, investment bankers and media professionals from a wide range of regions and industries. IMAP, an experienced M&A partnership operating on a global scale, has been hosting numerous symposiums worldwide for the past 40 years. These symposiums include IMAP Partners, and their clients, as well as investors from various regions and industries as well as invesment experts and media, encouraging the exchange of both information and opportunities. IMAP has continued to be the host for such platforms in Mergers & Acquisitions Symposiums Our IMAP Mergers & Acquisitions Symposiums are a forum for deal generation: for buyers, investors and professionals in the M&A industry to engage in a dynamic interchange of market perspectives while networking on specific transaction opportunities. IMAP brings together panels of experts in cross-border M&A in highly interactive sessions, where insight from both panel participants and audience delegates stimulates new ideas and opportunities. The chance to network with M&A advisors from more than 40 countries representing all the major industry sectors provides additional compelling value to these IMAP events. Spring 2011 International Mergers & Acquisitions Symposium, New York Hosted by the IMAP team in New York, this well-attended conference featured sessions on trends and industries for a wide range of topics including markets in the Private Capital Market for Growth and Acquisition Financing in Public Companies; International M&A Trends for Industrial Products, Materials & Services; and the Global Technology M&A and Financing Forecasts. 38

41 Hosted by IMAP s partner in New York, the Spring 2011, Mergers and Acquisitions Symposium has served as a valuable platform for various relevant discussions. More than 100 investment bankers from IMAP partner companies attended the symposium, as well as international venture capital firms, senior executives of leading companies in the world, law firms operating in the field of M & A, business representatives and journalists. The New York event was particularly notable for our office: 3 Seas Capital Partners Founding Partner & CEO Şevket Başev who was elected Chairman to the Board of Directors of IMAP in 2010, has also been elected Global CEO of IMAP in New York. The Spring 2011 International Mergers & Acquisitions Symposium marked Mr. Basev s first event as the leader of IMAP and, most importantly, his introduction of a cohesive, far-reaching strategy that has immeasurably strengthened IMAP s position in the market worldwide over the last year. The initiatives introduced by Mr. Basev in New York have resulted in a more unified Partnership and even better services for IMAP s clients. IMAP Regional Meetings IMAP Regional Meetings support networking, and focus on regional business and deal 39

42 making opportunities. Regional meetings are attended by IMAP advisors, their business partners and stakeholders, and local media, providing an environment for a face-to-face review of past, current and upcoming M&A opportunities and issues. Of particular value is the opportunity for local IMAP experts to exchange perspectives with a need for middle market M&A attention. Summer 2011, CEE Regional Meeting, Warsaw Hosted by the IMAP team in Warsaw, Poland, an IMAP Central and Eastern Europe (CEE) Regional Meeting was held in June. Advisors from IMAP offices in Croatia, the Czech Republic, France, Hungary, and Turkey attended, along with market analysts from around the region and the media. The agenda also included presentations from the IMAP team in Warsaw, Piotr Janczak from the Erste Group Bank, Prague, and other partners and representatives from various regional funds. Analysts and journalists were also offered a session at the Warsaw Stock Exchange to learn more about NewConnect, the share market run by the Warsaw Stock Exchange and conducted outside the regulated market as an alternative trading system. A press conference at the meeting s conclusion featured IMAP Chairman and CEO Şevket Başev and Andrzej Wrębiak, from IMAP in Poland, offering their insights on the regional M&A market. 40

43 China: the First IMAP Event of 2012 The Summit is held in cooperation with the China Investment and Promotion Agency (CIPA), under the Chinese Ministry of Commerce (MOFCOM), one of the most important government agencies involved in the economic development of China; and will host senior executives from renowned Chinese organizations and global institutions. IMAP s exclusive partner in China, InterChina, will host the IMAP Global Investment Summit on March 29 in Beijing. The Summit will bring together Chinese and global investors, focusing on cooperation and business opportunities. The Summit is held in cooperation with the China Investment and Promotion Agency (CIPA), under the Chinese Ministry of Commerce (MOFCOM), and will host high-level executives from renowned Chinese organizations and global institutions. The IMAP Global Investment Summit will bring these high-level business professionals together with IMAP Partner investment bankers from more than 40 countries, further developing potential investment / business opportunities. Zhu Xiaoming, a renowned academic and the Executive Chairman of CEIBS, China s leading business school; and the President of the Beijing Huang Nubo Zhongkun Investment Group will present at the Summit, along with the Chairman of InterChina, Jan Borgonjon. Şevket Başev, the Global CEO and Chairman of the Board, will present a discussion on potential investment opportunities in Turkey and Turkish entrepreneurship. 41

44 2011 M&A Industry Assessment Despite the Economic Downturn, Transactions Remained Steady Bekir Yıldırım / Research Analyst Turkey s steady growth attracts the attention of investors worldwide, including India, South Africa, Mexico, China, Malaysia and Brunei. The worldwide M&A industry saw strong growth in 2010, moving towards transaction levels comparable to those prior to the 2009 crisis. This trend continued in 2011 despite the financial crisis in Europe and the regional uncertainties created by the turmoil of the Arab Spring. Despite a slight decrease in the total number of transactions completed, the total M&A volume rose 7% from 2010, exceeding 40,000 transactions and reaching a value of USD 2.6 trillion in Major Increase in Private Equity Transactions The most prominent finding in the Thomson Reuters 2011 M&A data is the substantial increase in transactions funded by private equity firms. Private equity accounted for 11.9% of global transactions with a total M&A volume of USD billion. Another point of note is that the majority of these transactions were in developed countries. Among the total volume of global private equity transactions in 2011, 47.7% was realized in the USA and 32% in England, France and Sweden collectively. The escalation in private equityfunded M&A transactions worldwide extended to Turkey. Private equity funds in Turkey concluded 24 transactions in 2010 with a total value of USD 283 million. In 2011, the values almost doubled. While private equity funds did not complete major transactions exceeding USD 1 billion, such as the Migros, Mey İçki and UN Ro Ro deals from prior years, 2011 was a significant year, with 39 transactions reaching a total deal value of USD 672 million. Significant Increase in Large-Cap Deals In 2010, 213 large-scale transactions (USD 1 billion and over) made up 30% of global M&A transactions, with a combined value of USD 700 billion. This figure was interpreted as an important indicator of economic recovery: 203 large-cap transactions with a combined value of USD 719 billion in 2011 have further confirmed this reading. Large-cap deals that accounted for 30% of global M&A volume for the last two years are of particular importance due to their positive knock-on effects on mid- and smallcap deals. The largest deal of 2011 was the USD 58.9 billion debt and capital refinancing of the American insurance giant AIG s shareholders. This was followed by the sale of natural gas distribution firm, El Paso, to its competitor Kinder Morgan, one of the largest natural gas distribution companies in the USA, for USD 38 billion. The conclusion of this deal created one of the largest energy companies in the world, with an enterprise value of USD 94 billion and a pipeline extending 80,000 miles. 42

45 Private equity accounted for 11.9% of global transactions with a total M&A volume of USD billion. The sale of the pharmaceutical distributor Express Scripts to Medco Health Solutions, one of the largest pharmaceutical distributors in USA, for USD 34 billion rounded out the top three major transactions. Another notable energy transaction realized in the USA was the sale of Progress Energy to Duke Energy for USD 25 billion. Dutch telecommunication firm VimpelCom s purchase of Italian Wind Telecom for USD 21.8 billion; the sale of Genzyme, one of the world s largest and most innovative biotechnology companies, to French Sanofi for USD 19.4 billion; and the sale of Australian brewery SABMiller to fellow Australian brewery Foster s Group for USD 12.4 billion, were other notable deals realized in In 2010 the largest deal in Turkey was Garanti Bank s 24.9% stake sale to Spanish Banco Bilbao for a consideration of USD 6 billion, ranking the transaction among the top 30 M&A deals globally. However, the largest deal of 2011 was Mey İçki s sale to British firm Diageo Plc for USD 2.1 billion; only among the top 100 deals globally. Energy and power was once again the most active. Industries Energy and Power Financials Materials Industrials Healthcare Real Estate High Tecnology Telecommunicetions Costumer Staples Media and Entertainmetn Consumer Products and Services Retail Energy: The Most Active Industry Energy has been the most active industry for M&A deals in the last few years; this pattern continued in 2011, with a deal volume of USD 477 billion constituting 18% of global M&A transactions. Despite TARGET INDUSTRIES (WORLDWIDE), Value of Deals ($billions) Number of Deals

46 According to our analysis, based on selected sector reports and announced transactions, 250 transactions were realized in 2011 with a total volume of USD 15 billion. the decrease from 2010 s volume of USD 492 billion, the energy and power industry was still the leading industry for M&A deals by a landslide. Three thousand deals were realized in the energy sector, with an average deal value close to USD 150 million. In terms of number of transactions, industry and raw materials were the most active sectors in 2011, with more than 5,000 transactions Stable Growth in the Turkish M&A Market The Turkish M&A market achieved 500% growth in The total volume of M&A transactions reached USD 30 billion, including the estimated value of undisclosed transaction and privatizations. By the end of 2010, there were USD 15 billion worth of announced privatizations yet to be closed, precluding an accurate assessment Announced Global Mergers and Acquistions Quartely Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q Source: Thomson Reuters of M&A volume growth in In terms of understanding the true potential of our sector, 2011 can be considered a favorable and productive year. According to our analysis, based on selected sector reports and announced transactions, 250 transactions were realized in 2011 with a total volume of USD 15 billion. Privatization and government s sale of operating rights constituted only USD 3 billion of the total transaction volume; the majority of transaction volume was realized in the private sector, with deal values of USD 12 billion. At 3 Seas, we believe this is a notable success for our industry, as well as our country. Starting with electricity and natural gas distribution tenders, the total volume of announced privatization deals reached USD 15 billion in Turkey. The delay of the closures for these transactions has affected the planned timeline for privatizations in Some important privatizations planned for 2011, including bridge and highways 44

47 2011 Number of M&A of Transactions by Region Q1 Q Deals 3991 Deals 524 Deals 3244 Deals 3217 Deals 274 Deals 417 Deals 267 Deals 2553 Deals 2700 Deals Q3 Q Deals 3217 Deals 2523 Deals 416 Deals 2178 Deals 267 Deals 182 Deals 2444 Deals % Chance in value of deals from previous quarter and Milli Piyango privatizations, have been deferred to 2012, keeping deal volume at USD 3 billion, with notable deals including Government Sugar Factories, İDO (İstanbul Sea Transport) and airport operation tenders. While the public sector s effect has diminished, private sector deals have continued stable growth in This stability is a vital indicator for the strength of the Turkish M&A market and Turkey s economy as a whole. Although USD billion is a small share in an economy worth over USD 700 billion, M&A 346 Deals 1727 Deals >25% 1% to 25% -1% to -25% transactions, including direct foreign capital injections, are important long-term indicators for every country. Foreign investors shares reaching 60% in 2011 is interpretable as a stability factor. > -25% Source: Thomson Reuters that these liaisons continue to strengthen in the oncoming years; and that views towards mergers and acquisitions are not limited only to the developed economies of the West. An additional positive component of the 2011 M&A transactions is the geographical diversity of foreign investors. Turkey s recent course of steady growth attracted the attention of investors from all over the world, enabling us to meet with potential investors from countries including India, South Africa, Mexico, China, Malaysia and Brunei. We are hoping 45

48 46 An LBO transaction significantly improves a company s Internal Rate of Return (IRR) by reducing the Weighted Average Cost of Capital (WACC) as a result of employing more debt, which is less costly than equity.

49 Leveraged Buyouts (LBO) Berk Tanyeli / Senior Associate A leveraged buyout (LBO) is the acquisition of a company or division of a company with a substantial portion of borrowed funds. While every LBO is unique with respect to its specific capital structure, the one common element of a leveraged buyout is the use of financial leverage to complete the acquisition of a target company. In an LBO, the investor acquiring the target company will finance the acquisition with a combination of debt and equity. Some portion of the debt incurred in an LBO is secured by the assets of the acquired business. An LBO transaction significantly improves a company s Internal Rate of Return (IRR) by reducing the Weighted Average Cost of Capital (WACC) as a result of employing more debt, which is less costly than equity. The bought-out business generates cash flows that are used to service the debt incurred in its buyout, just as the rental income from the house is used to pay down the mortgage. As the debt is paid down, the value of the equity increases, consequently generating higher IRR. In essence, an asset acquired using leverage helps pay for itself. The debt almost always includes a loan portion that is senior and secured, and is arranged by a bank or an investment bank. Use of Financial Leverage Has Accelerated Acquisitions In the late 1970s and early 1980s, newly formed private equity funds such as Kohlberg Kravis Roberts and Thomas H. Lee Company saw an opportunity to profit from inefficient and undervalued corporate assets, when LBO transactions became popular as a method of facilitating acquisitions. Many public companies were trading at a discount to net asset value, and many early leveraged buyouts were motivated by profits available from buying entire companies, breaking them up and selling off the pieces. In the 1980s, LBO firms and their professionals were the focus of considerable attention. LBO activity accelerated throughout the 1980s, starting from a basis of four deals with an aggregate value of USD 1.7 billion in 1980 and reaching its peak in 1988, when 410 buyouts were completed with an aggregate value of USD 188 billion. LBO funds raised approximately USD 46 billion from 1980 to 1988; whereas they have raised over USD 385 billion from 1988 to

50 In a successful LBO, equity holders often receive very high returns because the debt holders are predominantly locked into a fixed return, while the equity holders receive all the benefits from any capital gains. Increasing amounts of capital and attention in leveraged buyouts have enabled LBO firms to raise larger funds. However, the number of companies eligible for a leveraged buyout has not increased at the same pace. This has resulted in more LBO funds competing for the same number of deals, making it increasingly difficult to acquire businesses at attractive prices. In addition, senior lenders have become increasingly wary of highly levered transactions, forcing LBO firms to contribute higher levels of LBO Transaction Volume and Value ( )* equity. In 1988 the average equity contribution to leveraged buyouts was 9.7%. In 2000 the average equity contribution to leveraged buyouts was 38%. LBOs in 2010 were funded with an average equity contribution of 41%. That level, next to 2009 s sky-high 46%, is the highest on record. In a successful LBO, equity holders often receive very high returns because the debt holders are predominantly locked into a fixed return, while the equity * Transactions with deal values over US$ 50 million. Source: Capital IQ holders receive all the benefits from any capital gains. Typical exit strategies following a leveraged buyout include an outright sale of the company, an IPO or a recapitalization. LBOs are credited with creating a market for corporate control by funding many potential owners who would not otherwise have access to sufficient capital. Changes in a firm s capital structure and ownership can potentially increase the value of the firm by improving corporate governance and reducing taxes. Specific criteria for a good LBO candidate include: Steady and predictable cash flow Divestible assets Clean balance sheet with little debt Strong management team Strong, sustainable market position Viable exit strategy Limited working capital requirements Minimal future capital expenditure requirements Heavy asset base for loan collateral 48

51 Pre-crisis periods of 2004 and 2007 with high liquidity and low interest rates enabled a large volume of leveraged buyouts. At times of financial crisis all transactions are negatively affected as a result of lack of funding. LBO transactions are no exception; in fact, they are affected even more than non-levered transactions. In line with the global financial turmoil, the past few years have witnessed a dramatic boom and the bust in total volume of LBOs and the big falloff in the number of deals in 2008 and 2009 can be explained by this lack of debt financing. In addition to the availability of debt financing, popularity of LBOs is also affected by other factors such as the level of interest rates. The LBO volume reached a record high in 2007 with a total deal value of USD 490 billion across over 500 transactions, including transactions with deal values over USD 50 million. On the other hand, LBO transactions were limited to 92 transactions with a combined deal value of USD 90 billion in With an equity ratio of 46%, 2009 was also the year with the highest use of equity in the history of LBOs. Selected Major LBO Deals ( ) M&A Closed Date Target/Issuer Headquarters (Target) Headquarters (Buyers) Buyers/Investors Deal Value ($USD mn) 2011 Kinetic Concepts Inc. USA Apax Partners Worldwide LLP; CPP Investment Board; Public Sector Pension Investment Board England;Canada; Canada IMS Health Incorporated USA USA Leonard Green & Partners, L.P.; TPG Capital; CPP Investment Board USA; USA; Canada Intelsat S.A. Luxembourg BC Partners; Silver Lake Partners; Unison Capital, Inc. England; Japan; USA LEG NRW GmbH Germany Goldman Sachs Group, Merchant Banking Division USA Energy Future Holdings Corporation USA Goldman Sachs Group, Merchant Banking Division; KKR; Lehman Brothers, PE Division; TPG Capital; Citigroup PE; Morgan Stanley PE; Black Canyon Capital LLC; Quintana Capital Group USA First Data Corporation USA KKR USA Alltel Corporation USA Goldman Sachs Group, Merchant Banking Division; TPG Capital USA Source: Capital IQ 49

52

53

54 3 Seas Capital Partners Turkey İnşirah Sokak No: Bebek - İstanbul/Turkey Telephone: +90 (212) Fax: +90 (212) Seas Capital Partners Egypt 1, El Obour Buildings, Salah Salem Road Nasr City, Cairo, Egypt Telephone: (+202) Fax: (+202)

55

56 In 2011; 12 successful M&A deals, the leading M&A house in Turkey in number of deals closed, among top 70 M&A houses in the World....so we are open to close new deals.