2013 Cross-Border M&A Conference

2013 Cross-Border M&A Conference Cross-Border M&A in an Uncertain Economy Wednesday, 25 September 2013 Hotel Bayerischer Hof - Munich, Germany Host Co-Sponsor Media Partner

2013 Cross-Border M&A Conference Cross-Border M&A in an Uncertain Economy In 2012 the global M&A activity by value was down 2.7 %, by number of transactions down 4.7 %. EU Eurozone deals in 2012 accounted for 13.6 % of the global M&A market, down from 16.1 %. For EU Eurozone 2012 was the worst year since 2009. Europe outside the Eurozone accounted for 17.6 % of global M&A, up from 16.4 % in 2011, the highest portion for a year since 2007. Global PE buyouts (254.9 billion USD) had their lowest full year since 2010. The total value of global insolvency deals in 2012 was 17.3 billion USD (344 transactions), on par with the pre-crisis year 2007. Eurozone insolvencies were the second highest level by deal value since 2004, but decreased 6 % compared to 2011. One-third of the global M&A transactions were cross-border, 3 % more than in 2011. Excluding other parts of the world, 40 % of cross-border deal targets were in the US, 40 % in Europe and 20 % in the Asian market.* What the market participants felt is confirmed by the 2012 statistics. The Euro Crisis and the continued Eurozone Sovereign Debt Crisis impaired the entrepreneurial spirit within Europe. Buyers remained hesitant. Sellers sold slowly or not at all. What should they do in a market in which interest rates are close to zero? Maybe it is better to stay entrepreneurial than to become an asset manager in these times? How is 2013 developing? Is optimism coming back to the US? To Europe? Has the market accepted the high level of sovereign debt in Southern European as a given for the foreseeable future? Stefan Schilbe of HSBC will explain the macroeconomic context in the midst of 2013. A panel of investment bankers and corporate finance advisors, including Dirk Pahlke of Rothschild, Thomas Sittel of goetzpartners, Andreas Schoppa of EuroConsult and William Detwiler of Three Ocean Partners will introduce the M&A market 2013 as is. Dirk Möller of the German Federal Cartel Office, Martina Maier and Joseph Marx of McDermott and Jochen Benz of Alvarez & Marsal will highlight current trends in regulatory areas. A strong group of M&A practitioners including Anke Frankenberger of Styrolution, Anton Steiger of Siemens and Luca Dalla Torre of Siegfried AG will discuss with Jürgen Zapf of Avarez & Marsal and Tom Sauermilch of McDermott current critical deal points, amongst others comparing US and European deal terms. Fund managers Hanno Schmidt-Gothan of Perusa, Florian Almeling of KPS Capital Partners and prominent insolvency receiver Martin Prager together with Uwe Goetker and Jilali Maazouz of McDermott will explain how value can be created in distressed situations. How do you integrate the acquired company after the deal? What are the hurdles of a successful integration? Thomas Kolaja of Alvarez & Marsal and Norbert Schulte of McDermott will discuss this with Klaus J. Köster of Intersnack Group and Jens Brajer of Carl Zeiss AG. These and other topics will be discussed in the McDermott Will & Emery Cross-Border M&A Conference 2013. The conference will be held in German and English with a simultaneous translation. We would enjoy if you participated in MuMAC 2013. Please register by Friday, 13 September 2013. David Goldman Christian von Sydow *Statistical data from Merger Market M&A Roundup for 2012 and M&A Review 2/2013 of the University of St. Gallen.

Conference Agenda 8.00-9.00 am Registration/Continental Breakfast 9.00 9.05 am Welcoming Remarks by Conference Co-Chairs/Moderators Christian von Sydow, Partner, Corporate Advisory Group, McDermott, Munich 9.05-9.35 am Central Banks: Exits, Entries and the Implications for Economies and Capital Markets Stefan Schilbe, Chief Economist of HSBC Trinkaus & Burkhardt AG, Düsseldorf 9.35-10.15 am Cross-Border M&A Market Overview and Trends in Cross-Border M&A William F. Detwiler, Partner, Three Ocean Partners, LLC, New York Dirk Pahlke, Head of M&A Deutschland, Österreich, Schweiz, Rothschild, Frankfurt Andreas Schoppa, Managing Director, EuroConsult Inc., Frankfurt Dr. Thomas C. Sittel, Director, goetzpartners CORPORATE FINANCE GmbH, Munich 10.15-11.00 am Critical Cross-Border Regulatory Issues Martina Maier, Partner, Head of European Antitrust and Competition, McDermott, Brussels, Panel Lead Jochen Benz, Managing Director, Head of Forensic Economics, Accounting and Investigations, Alvarez & Marsal, Munich Joseph Marx, Partner, Corporate Advisory Group, McDermott, Frankfurt a. M. Dr. Dirk Möller, Case Manager, German Federal Cartel Office, Bonn Merger Control (Germany, EU, International) Cartel/Antitrust (JVs, M&A Process, M&A Agreements) Compliance, FCPA/UK Bribery Act State Aids in the Context of Privatisations and Nationalisations Cross-Border Litigation and Settlement

Conference Agenda 11.00-11.15 am Coffee Break 11.15 am - 12.15 pm Critical Deal Points, also a Comparison Europe and US Tom Sauermilch, Partner, Head of German-U.S. Group, McDermott, New York, Panel Lead Dr. Anke Frankenberger, General Counsel, Styrolution Group GmbH, Frankfurt a. M. Oliver Y. Maier, Partner, Speyside Equity LLC, New York Anton Steiger, Chief Counsel M&A/Corporate, Siemens AG, Erlangen Luca Dalla Torre, General Counsel at Siegfried AG, Zofingen, Switzerland Jürgen Zapf, Head of Transaction Advisory Group, Alvarez & Marsal, Munich Approach to M&A in the Current Deal Environment Auction Strategies for Buyers and Sellers Value Protection (2 step Transactions, Post-Closing Value Adjustments) Deal Certainty (Transaction Structure, Closing Conditions, Break-up Fees) 12.15-1.15 pm Buffet Luncheon Networking Break 1.15-2.15 pm Value Creation through M&A in Distressed Situations Dr. Uwe Goetker, Partner, Corporate Advisory Group, McDermott, Düsseldorf, Panel Lead Florian Almeling, Managing Director, KPS Capital Partners, LP, Frankfurt a. M. Jilali Maazouz, Partner, Employee Benefits, Compensation, Labor & Employment Group, McDermott, Paris Dr. Martin Prager, Partner, PLUTA Rechtsanwalts GmbH, Munich Dr. Hanno Schmidt-Gothan, Managing Director, Perusa GmbH, Munich Current Distressed Investment Opportunities and Trends Advantages of Buying Prior to/out of Insolvency Negative Purchase Prices Typical Investment Strategies and Structures for Distressed Investments Insolvency as Restructuring Tool

Conference Agenda 2.15-3.30 pm Post Merger Integration Dr. Norbert Schulte, Partner, Corporate Advisory Group, McDermott, Düsseldorf, Panel Lead Jens H. Brajer, Head of M&A, Carl Zeiss AG, Ulm Thomas Kolaja, Managing Director Germany and EGM, Alvarez & Marsal, Munich Klaus J. Köster, Chairman, Intersnack Group GmbH & Co. KG, Düsseldorf How to Build a Shared Vision Identifying and Especially Delivering Synergies What Makes M&A More Successful Measuring Relatedness of Targets Integrating all Employees in the PMI 3.30-4.30 pm Post-Conference Networking Reception Participants and Speakers Florian Almeling, Managing Director, KPS Capital Partners, LP, Frankfurt a. M. Florian Almeling is managing director of KPS Capital Partners and responsible for the European/German business development. Prior to joining KPS in 2010 Mr. Almeling was a Senior Vice President at Sal. Oppenheim/Miller Buckfire and responsible for their German financial restructuring advisory group. Jochen Benz, Managing Director, Head of Forensic Economics, Accounting & Investigation, Alvarez & Marsal, Munich Jochen Benz is a Managing Director with Alvarez & Marsal and heads the firm s Global Forensic and Dispute Services Practice in Germany. He brings more than 13 years of experience in all areas of forensic accounting and forensic economics. Jens H. Brajer, Head of M&A, Carl Zeiss AG, Ulm Jens Brajer is in charge of the worldwide M&A activities of Carl Zeiss Group. Previously, he supported the IPO of Carl Zeiss medtech unit (today Carl Zeiss Meditec AG) and then joined Carl Zeiss Meditec, being in charge of M&A, legal affairs, taxes, investor relations and market intelligence, before he then led the post-merger integration of the European supply chain of Carl Zeiss Meditec s implant business covering production and sales activities in all major European countries. William F. Detwiler, Partner, Three Ocean Partners LLC, New York Bill Detwiler has extensive experience in international strategic M&A, corporate finance, restructuring and capital raising advisory services, with a focus on retail, consumer and healthcare markets. Dr. Anke Frankenberger, General Counsel, Styrolution Group GmbH, Frankfurt a. M. Since February 18, 2013 Dr. Anke Frankenberger is General Counsel & Chief Compliance Officer at Styrolution Group GmbH in Frankfurt. She previously held functions at Nordex SE in Hamburg and Evonik Degussa GmbH.

Participants and Speakers Dr. Uwe Goetker, Partner, McDermott Will & Emery, Düsseldorf Uwe Goetker is a transaction lawyer with extensive experience in national and international corporate acquisitions and joint ventures. In addition, Uwe is a well known restructuring and insolvency law expert who advises creditors, shareholders, debtors and distressed debt/asset investors in complex restructuring situations. Uwe has advised in numerous very prominent restructuring cases - very often in cross-border situations. Thomas Kolaja, Managing Director Germany and European Growth Markets, Alvarez & Marsal Deutschland GmbH, Munich Thomas Kolaja heads the firm s German and European Growth Markets turnaround and performance improvement practice with offices in Munich, Prague and Warsaw. He brings over 20 years of experience in restructuring, business strategy and operational improvement advisory services. Klaus J. Köster, Chairman, Intersnack Group GmbH & Co. KG, Düsseldorf Klaus J. Köster is the long-time Chairman of Intersnack Group, the leading German savoury snack food company with pan-european presence. During his tenure, Klaus J. Köster successfully led numerous acquisitions and PMIs in various jurisdictions (including deals in Austria, Benelux, Bulgaria, France, Hungary, Ireland, Poland, Romania and the UK). Jilali Maazouz, Partner, Employee Benefits, Compensation, Labor & Employment Group, McDermott Will & Emery, Paris Jilali Maazouz is based in the Firm s Paris office. He focuses his practice on labor and employment, commercial litigation and international trade. Jilali Maazouz regularly represents French businesses and associations and French affiliates of European, U.S., Canadian, Middle East, North African and Asian multinational corporations. Martina Maier, Partner, McDermott Will & Emery, Brussels Martina Maier s practice focuses on German and European competition law, including state aid, single firm conduct, merger control and agreements restricting competition. She has extensive experience in representing clients in a broad range of industries before the European Commission and national competition authorities and courts. Oliver Y. Maier, Partner Speyside Equity LLC, New York Oliver has more than 15 years of M&A, investment and operational experience with cross-border companies. At Speyside, he led the acquisition and development of platform companies, one on which he was interim CEO of, and subsequent divestitures, and was lately instrumental to a partnership with Vision Capital, a London-headquartered secondary buyout fund. Prior to joining Speyside, Oliver was executive vice president at Evonik Industries. Joseph Marx, Partner, McDermott Will & Emery, Frankfurt a. M. Joseph Marx is a corporate lawyer based in Frankfurt, with a broad range of experience in international finance and securities. He also regularly advises clients on a wide variety of US securities law issues and also provides general corporate law advice to international corporate clients based in Asia, Europe and the United States. Dr. Dirk Möller, Case Manager, German Federal Cartel Office, Bonn Dr. Dirk Möller worked for 10 years at the German Federal Cartel Office in various roles, Including a secondment as National Expert at the Directorate General for Competition of the European Commission. Since 2012 he is Case Manager/ Rapporteur at the Federal Cartel Office (Decision Division for the Building Industry). Dirk Pahlke, Head of M&A Germany, Austria and Switzerland, Rothschild, Frankfurt a. M. Dirk Pahlke has 18 years of experience with Rothschild, advising on all kinds of public and private M&A transactions. Dr. Martin Prager, Partner, PLUTA Rechtsanwalts GmbH, Munich Dr. Martin Prager is partner and one of the managing directors of the law firm PLUTA Rechtsanwalts GmbH. He worked both as a lawyer at the law firm Döser, Amereller, Noack (now Baker&McKenzie) and in industry, e.g. the Freudenberg Group, amongst other things as a member of the management team of Klüber Lubrication München KG. Tom Sauermilch, Partner, McDermott Will & Emery, New York Tom Sauermilch has particular experience in cross-border M&A and joint venture transactions and regularly advises clients in corporate governance and compliance matters, including internal investigations in multiple countries. Stefan Schilbe, Chief Economist of HSBC Trinkaus & Burkhardt AG, Düsseldorf Stefan Schilbe is in charge of the Treasury Research department of HSBC Trinkhaus Burkhardt. He advises companies, institutional and private investors on their asset allocation and financing decisions.

Participants and Speakers Dr. Hanno Schmidt-Gothan, Managing Director, Perusa GmbH, Munich Dr. Schmidt-Gothan has been active in the management of medium-sized companies, which are undergoing difficult changes, since 2005. Crisis and rescue management are also among his competencies. He previously worked for McKinsey & Company in Düsseldorf and Atlanta as well as at Accenture GmbH, Munich. Dr. Schmidt-Gothan earned Masters degrees in Chemical Engineering and Management at M.I.T. in the US. Andreas Schoppa, Managing Director EuroConsult Inc., Frankfurt a. M. Andreas Schoppa is in charge of EuroConsult s M&A and strategic advisory activities, including transaction origination, project management, financial analysis and valuations. He has extensive banking experience involving all aspects of corporate finance and M&A. Dr. Thomas C. Sittel, Director, goetzpartners CORPORATE FINANCE GmbH, Munich Dr. Thomas C. Sittel is responsible for the Distressed M&A division of goetzpartners. He has extensive experience in structuring M&A transactions in crisis and insolvency situations. Before joining goetzpartners he was with perspective Corporate Finance and Droege & Comp. Dr. Norbert Schulte, Partner, McDermott Will & Emery, Düsseldorf Dr. Norbert Schulte has vast experience in complex cross-border mergers and acquisitions as well as international real estate transactions and has represented public and private companies (multinationals, family conglomerates as well as medium-sized businesses) in numerous transactions. Anton Steiger, Chief Counsel M&A/Corporate, Siemens AG, Erlangen Since 2011 Anton Steiger is the Chief Counsel for Corporate and M&A of Siemens with teams in Erlangen, Munich, Beijing, London, Moscow and New York. His department is in charge of all worldwide M&A-activities of the Siemens Group (including Venture Capital, Equity Finance and corporate law). Christian von Sydow, Partner, McDermott Will & Emery, Munich Christian von Sydow s 22 years practice focuses on M&A, private equity, general corporate and corporate dispute resolution. He has advised on numerous cross-border M&A transactions in different industries. Luca Dalla Torre, General Counsel at Siegfried AG, Zofingen, Switzerland. Luca Della Torre is member of the strategy team of Siegfried AG. Prior to that he was with Homburger, Zürich and Covington & Burling, New York. Jürgen Zapf, Managing Director of Alvarez & Marsal Deutschland GmbH, Munich Jürgen Zapf leads the Transaction Advisory Group of Alvarez & Marsal in Germany. He has more than 15 years experience in advising corporate clients and private equity funds. Before joining A&M he was partner at Ernst & Young.

Registration 2013 Cross-Border M&A Conference Cross-Border M&A in an Uncertain Economy When: Where: Wednesday, 25 September 2013, 9:00 am - 4:30 pm Hotel Bayerischer Hof - Promenadeplatz 2-6, 80333 Munich, Germany Conference fee: 150,- Terms and Conditions: The fee for this event, including lunch breaks and drinks per person plus tax is due upon receipt of invoice. Upon receipt of your registration you will receive a confirmation. A written cancelation up to 14 days prior to the event is possible, afterwards the entire fee will become due for payment. We accept a replacement with no additional charge. We are looking forward to your registration by Friday, 13 September 2013: Christina Woock E-mail: cwoock@mwe.com Tel: +49 89 12712 141 Fax: +49 89 12712 111 Name Title Company Address City Country Telefon Fax E-Mail Do you have any questions regarding this event? Feel free to call us: Content: Christian von Sydow, Tel: +49 89 12712 141 Organization: Christina Woock, Tel: +49 89 12712 141