You are on page 1of 28

mergermarket

Italian M&A
forum: Seizing
opportunities
beyond the
financial crisis
Post-event briefing

Lead strategic partners: Strategic partners: Associated partners:

Media partner:

ITALY M&A FORUM 1
OCTOBER 2009
L E A D E R S H I P. P R O B L E M S O LV I N G . VA L U E C R E AT I O N .

As challenging economic conditions threaten your bottom and top lines, nothing is more important than
taking quick action to preserve value. Now.

In today’s global economy, companies and their stakeholders are facing unprecedented business challenges on
every front, across every industry. You need to weather this perfect storm with a steady hand and navigate the
path to results.

Alvarez & Marsal’s professionals bring disciplined assistance and proven operating experience to companies
veering toward crises or confronting roadblocks to business performance.

Whether serving as activist advisers to management, boards and investors, or assuming interim management roles
when necessary, A&M helps you unlock operating value when you need it most. Now.

To learn more, contact us or visit www.alvarezandmarsal.com.
© Copyright 2009 Alvarez & Marsal, LLC. All rights reserved.

www.alvarezandmarsal.com

N o r t h A m e r i c A • e u r o p e • m i d d l e e A s t • A s i A • l At i N A m e r i c A
contents

05 Chair’s welcome address
Keynote address: Italian
06
economic outlook
09 M&A health check
10 Private equity
10 How to get a deal done today
Opening address: Afternoon
12
session
12 Overview: The lie of the land
Corporate restructuring and
14
turnaround management
Beating the crisis: The agenda
15
for the future
15 Closing Remarks
18 Historical data

ITALY M&A FORUM 3
OCTOBER 2009
Legance is an independent Italian law firm founded in 2007
by a group of lawyers who have been working together
for over 15 years, advising clients in a significant number of
important and complex transactions in Italy and in Europe.

Legance comprises over 130 lawyers, working in its Milan
and Rome offices, and has a diverse and extensive practice
covering the following areas:
• M&A and Corporate
• Banking, Finance and Project Financing
• EU, Antitrust and Regulation
• Labour and Employment
• Capital Markets and Financial Services
• Investment Funds
• Litigation and Arbitration
• Restructuring and Insolvency
• Tax
• Administrative Law
• Real Estate
• Energy, Gas and Natural Resources
• Shipping, Aviation and Transportation
• Intellectual Property Media and Data Protection
• TMT (Technology, Media, Telecommunications)
• Environmental Law

Legance has established close and strong relationships with
the most important law firms worldwide, whilst maintaining
an independent position that allows the firm to work with other
foreign legal advisors selected by the client.

EUROPEAN POWER TopLegal International
Awords 2009
2009

DEAL OF THE YEAR

Law firm of the year
M&A EN PLUS SPIN-OFF OF THE YEAR
Law firm of the year
BANKING & FINANCE

www.legance.it
Milan, Via Dante 7, Phone +39 02.89.63.071
Rome, Via XX Settembre 5, Phone +39 06.93.18.271
info@legance.it
CHAIR’S WELCOME ADDRESS

Gian Maria Gros-Pietro, Chairman, Atlantia SpA

The Italian M&A forum began with a brief pointed to the example of the Bank of England
welcome speech by Gian Maria Gros-Pietro, pumping more money into the market last
Chairman of the Italy-based transport and year than in the previous 314 years of its
infrastructure company, Atlantia, and Head history.
of the Scienze Economiche e Aziendali
department at the Luiss University in Rome. For their part, politicians claim that this liquidity
has never reached the real economy and many
Gros-Pietro began his welcome address by market operators are now wondering where all
stressing the pivotal role the Financial sector the liquidity disappeared to. Elsewhere, those
has in the current market system. The sector other players went in the market with funds have Gian Maria Gros-Pietro, Chairman,
Atlantia SpA
plays the important role of allocating financial been left wondering where they can best invest
resources, and as we have recently witnessed, their capital. Many would like the reassurance
if the Financial sector fails, it is imperative of having more transparent and visible products
that a solution be found. to which they can allocate their resources. Gros-
Pietro suggests that M&A or private equity could
The efficacy of post-crisis policy decisions be two possible solutions for that.
also has to be taken into account. Gros-Pietro

ITALY M&A FORUM 5
OCTOBER 2009
Keynote address:
Italian economic outlook

Rainer Masera, Expert Member of the Board at EIB, Director at Nomura, Dean of THE Economics
Faculty and Professor of Political Economy at University Guglielmo Marconi, Rome

Rainer Masera, Board Member of the Looking at sectors, Masera said that less credibility in the world with respect
European Investment Bank and Professor Infrastructure, in particular, is one area to public debt, even though its fiscal
of Political Economy at Marconi University that the European Investment Bank has outlook is not as bad as that seen in other
of Rome, echoed Gian Maria Gros- been financing strongly. He believes that countries. Italy has the opportunity to
Pietro’s view on the role of the Financial an investment push in Infrastructure is a make positive changes, but due to its low
sector in his keynote address. He warned factor that could lead to a recovery. Indeed, credibility and high debt, the country will
that one consequence of the Financial the UK is the only country in Europe where have to work hard to get out of the crisis.
sector’s failure to adequately address the government has not given much support Italy is also suffering from the fact that its
its shortcomings could be a protracted to Infrastructure, since it has devoted most banks are not as strong as those in other
recovery or even a more prolonged of its resources to the Financial sector, countries.
downturn. Masera noted that Asia has including banks.
been more resilient to the crisis than other Masera concluded his speech by saying
regions, with China and India showing Masera then presented some figures that it is important to adopt the diamond
particular durability. In Europe, a recovery prepared by the IMF about fiscal balances. approach, where a prudent vision of the
is only expected to begin in 2010. Italy is no Italy, Masera said, is one of the most microeconomy needs to be combined
exception to this, with GDP growth forecast advanced economies if we look at this with the macroeconomy. In addition, he
to be flat, although some other figures parameter with a deficit of under 6% of highlighted the need for local authorities to
presented by the head of the Bank of Italy, GDP projected for 2010, compared to work closely with the European authorities.
Mario Draghi, forecast a modest increase of budget shortfalls of around 12% for the
around 0.2-0.3%. UK and the US. Nonetheless, Italy has

6 ITALY M&A FORUM
OCTOBER 2009
“It is important to adopt the diamond
approach. A prudent vision of the
microeconomy needs to be combined with
the macroeconomy.”
Rainer Masera, Director at Nomura

ITALY M&A FORUM 7
OCTOBER 2009
“After a period where many individuals
were reluctant to talk publicly, people
are now starting to give their views
on how the market will pan out going
forward.”
Mara Caverni, PARTNER, PricewaterhouseCoopers

8 ITALY M&A FORUM
OTTOBRE 2009
M&A health check

Giancarlo Aliberti, Managing Director, Italy, Apax Partners
Marco Belletti, Head of M&A Italy, Société Générale Corporate & Investment Banking
Massimo Pappone, Co-Head M&A, Lazard
Claudio Sposito, CEO and Chairman, Clessidra Capital Partners
Paolo Vacchino, CEO, Abacus Fund
Giovanni Amodeo, Editor EMEA, mergermarket (moderator)

The first panel of the day analysed the now is a good time to undertake deals with elderly. Both Pappone and Belletti point to the
state of the Italian M&A market. Moderator company valuations down on 2006 and 2007 Consumer Retail sector as one where there
Giovanni Amodeo introduced the panel by levels and added that companies can use new will be consolidation in the short term.
presenting some M&A data produced by instruments to finance acquisitions, such as
mergermarket. In Q3 2009, there were 2,419 unrated bonds or private placements. The panel also discussed how clients’ needs
transactions in Europe worth a combined have changed in the current market. Belletti
€190.1bn, a dramatic fall from the 4,424 Giancarlo Aliberti gave a more optimistic believes that there is now more complexity and
valued at €541.8bn for the same period in the view. He said that we are going to continue to that clients have become more careful with
year before. The situation in Italy is similar. see transactions structured more creatively, thorough due diligence carried out. Pappone
In Q3 2009, there were 174 M&A transactions for example, with private equity firms and said that deal negotiations last much longer
collectively valued at €16.3bn, down from 331 strategic investors teaming up to broker than in the past while Vacchino commented
deals worth €24.1bn in 2008. acquisitions. He mentioned the proposed that now the psychological profile of the
acquisition of Travel Channel by Providence entrepreneur is also taken into consideration
All the panellists agreed that in the next as a recent example of a transaction of this when analysing a company.
twelve to eighteen months there will not be kind. Furthermore, Aliberti believes that
many large-cap deals, but rather mid-market banks will only start lending money again from On the structure of the deals the panellists
and opportunistic transactions. Massimo 2011, and as a consequence, we are going to had differing viewpoints. Pappone
Pappone said that the M&A market has seen see many deals where private equity firms acknowledged that there are some more
a significant drop, especially if we look at put up a significant amount of equity. Apax complex deal structures than in the past.
mid-size transactions, despite increased closed a deal in July 2009 in the US where it However, he said that it remains to be seen
confidence from executives. Claudio Sposito acquired Bankrate for over US$488m, with the whether some of these transactions will
pointed out that good transactions will still be vast majority of the aquisition/the purchase complete. He also added that in terms of
undertaken in the future, in particular those financed with private equity. valuations, there is still a disconnect between
where the owner is forced to take action. buy- and sell-side parties on deals. Lastly,
All panellists agreed that non-core disposals Vacchino noted that we are likely to see more
Marco Belletti said that we should expect as well as deals in the Automotive and deals with earn-out agreements, vendor
continued non-core disposals by large Financial Services sectors will take place. financing and shareholder pacts, while
players who need liquidity, particularly in the Paolo Vacchino added that we can see activity Aliberti expects more restructuring deals and
Financial Services sector where insurance in the Cleantech and Renewables niches as transactions with more equity injected.
companies will offload assets. He said that well as Infrastructure and Services for the

ITALY M&A FORUM 9
OCTOBER 2009
Private equity

Mara Caverni, Partner, Private Equity Leader, PricewaterhouseCoopers

Mara Caverni started her presentation by scarcity of performing companies and the acquirers can pay for transactions by using
speaking about the current state of the private mismatch in terms of price expectations paper or a mix of paper and cash. Moreover,
equity market in Italy. She noted that, after a between buyers and sellers. they are no longer facing the same level of
period where many individuals were reluctant competition from private equity firms.
to talk publicly, people are now starting to Meanwhile, corporates are in a much
give their views on how the market will pan stronger position, although it remains too Caverni noted that after the 2000-2001
out going forward. Caverni pointed out that early to speak of a consolidated recovery. One downturn (which is not wholly comparable to
the first half of 2009 saw 65% fewer buy- advantage strategic investors have is that they the latest in terms of pricing), the recovery
outs when compared to the same period for can use different forms of financing, including started from the corporate world. She
the previous year. Financial sponsors are corporate bonds. Looking at the Italian concluded her speech by saying that there are
now concentrating on their portfolios, and in market, corporates have issued €17bn worth some signals that a recovery could happen
particular on restructuring non-performing of bonds in the first nine months of the year soon, borne out by the fact that funds are
companies. The challenges they are facing with a further €10bn expected to come to the sitting on a significant amount of dry powder.
include the lack of credit in the market, a market in the near term. In addition, corporate

How to get a deal done today
Bruno Bartocci, Partner, Legance Studio Legale Associato
Guido Funes Nova, Director, The Carlyle Group
Marco Tanzi Marlotti, Partner, M&A Leader, PricewaterhouseCoopers
Giuseppe Panizzardi, Head of M&A, Finmeccanica
Roberto Siagri, Chairman, Eurotech
Patrizio Surace, CEO, PMS
Stefania Peveraro, Caposervizio, Milano Finanza (moderator)

The final panel of the morning analysed new In keeping with the subject of due diligence, change which is reflected in the increase in
challenges market players need to be aware Bruno Bartocci went on to say that the the value of non-cash transactions.
of and the ways in which M&A have changed. banks are now substantially more involved.
Guido Funes Nova noted that in recent In addition, he said that litigation is also Patrizio Surace said that companies now need to
years market operators have taken a more becoming ever more important. Marco Tanzi be more straightforward in communicating the
superficial approach to M&A deals, but this Marlotti noted that strategic investors are hard facts, rather than trying to hide underlying
has now changed. Advisers and companies are interested in having access to due diligence problems. Reputation is the key factor at the
conducting more extensive due diligence and that concentrates on operational aspects and moment, which is more difficult to manage than
now really looking at factors such as a target for this reason, business plans need to be in past years. The abundance of information
company’s capacity to generate cash flow in the prepared in a more accurate way. available on the Internet cannot easily be
future. concealed and can affect a company’s image.
Giuseppe Panizzardi commented that from
Funes Nova said that despite ever greater a corporate point of view, it is a question of All the panellists agreed that there is gap
scrutiny in the due diligence process, there are the benefits and the drawbacks of organic- between the buy- and sell-side over the
still several issues to resolve: for instance, private versus M&A-fuelled growth. He said that valuation of assets and that earn-outs cannot
equity firms have capital available to deploy, but when looking at buys, Finmeccanica looks always be the solution to the problem. Both
banks are still not lending much money. He noted more at the long-term strategy and return on Funes Nova and Bartocci noted that there will
that convertible bonds, vendor financing and investment of the target company. Roberto be more distressed situations in the future
earn-out agreements are instruments that M&A Siagri noted that in the past people were while Tanzi Marlotti commented that multiples
practitioners will use more and more to overcome happy to overpay when doing deals, while will shift down further to around 3-4xEBITDA.
this obstacle going forward. now they are unhappy to pay even a little, a

10 ITALY M&A FORUM
OCTOBER 2009
ITALY M&A FORUM 11
OCTOBER 2009
Opening address: afternoon session

Antonio Alvarez III, Managing Director and Head of European Practice, Alvarez & Marsal

Antonio Alvarez III began the afternoon issues that borrower companies were facing. leveraged, underperforming and sensitive to
session by making a comparison between the In Europe, loans have been extended while the commodity markets. Alvarez helped TPG
situation in the US and in Europe. The US has maturities and covenants have been pushed put together a revised business plan around
seen significant restructuring activity in the out with companies losing competitiveness. a substantially reduced level of debt carry.
Chemicals, Automotive and Telecommunication The Italian market has a lot of SMEs backed by The business was recapitalised and costs
sectors while Alvarez & Marsal, as a firm, has commercial banks and direct loans. In many were reduced so that the company was again
seen a 300% increase in certain segments instances, there are long standing relationships in a position to attack competitors. Alvarez
and 40% across all its businesses, driven by a between the company owners and their believes that this approach to restructuring
spike in restructuring activities. Alvarez said he financiers, who quite often do not want to push is not occurring in wider Europe. There are
expects a delay in Europe in terms of when the a local company into distress. unfortunately just a few examples of properly
companies will face restructuring, emblematic restoring business health and solidity.
of the fact that Europe usually lags behind the Alvarez went on to outline his firm’s approach to
US. working with client companies in a distressed He added that the firm looks to make decisions
situation where they first aim to attempt to quickly and can, if unavoidable, step into the
Alvarez believes that the government support convince companies to properly restructure. He management team. Ultimately, the stability of
for banks has made many of these institutions offered the example of Vita, a company owned the company is key, along with dealing with the
lose the urgency to resolve the underlying by Texas Pacific Group (TPG), which was over various creditors.

Overview: The lie of the land

Giovanni Amodeo, Editor EMEA, mergermarket

Giovanni Amodeo’s presentation concentrated €16.3bn announced in Q3, representing a big M&A activity, followed by Financial Services
on recent M&A trends in the Italian market fall from 331 deals worth €24.1bn over the with 14.5%. By deal value, Energy, Mining &
and analysed in-depth historical data that was same time period in 2008. Utilities and Financial Services top the list with
presented in the morning session. The data a 54% and a 28% respective share.
shows that there has been a decrease in terms Amodeo then took a look at the overall deal
of the value and volume of transactions in market in Europe by sector. Industrials & The presentation was closed with an indicator
both Europe and in Italy. In Europe, there were Chemicals and Consumer are the lead sectors of the future of M&A in the EMEA region,
2,419 transactions in the third quarter of 2009 in Europe with 19.5% and 16.4% of the total based on a mergermarket’s heat chart. The
worth a collective €190.1bn, down significantly M&A volume. Looking at valuations, Energy, most active areas, according to our data, will
from the 4,424 transactions valued at Mining & Utilities and Financial Services lead be Consumer in (the) CEE, TMT in the UK and
€541.8bn during the same period in the the way with a 38.5% and a 20.5% respective Financial Services in the Middle East.
previous year. In Italy the situation is similar share. In Italy, the Industrials & Chemicals
with 174 transactions worth a combined niche also leads with nearly one quarter of

12 ITALY M&A FORUM
OCTOBER 2009
Looking at issues
from a number
of angles*

Assurance, Advisory, Tax & Legal Services

www.pwc.com/it *connectedthinking
Corporate restructuring
and turnaround management

Adriano Bianchi, Managing Director, Alvarez & Marsal
Federico Canciani, Vice President, Oaktree Capital Management
Giandomenico Ciaramella, partner, Legance Studio Legale Associato
Luca Lupone, Partner, Head of Restructuring, PricewaterhouseCoopers
Michele Pedercini, FINANCIAL SPONSORS COVERAGE MANAGER, Intesa Sanpaolo
Serena Ruffoni, Senior Reporter, Debtwire (moderator)

In the restructuring and turnaround Michele Pedercini added that financial and upsides of Articles 67 and 182-bis on
management session, Adriano Bianchi noted restructuring is only possible with the approval companies in Italy. According to Article 67 of
that some of the crisis we are currently of lenders and stakeholders and that the the bankruptcy code, all the payments and
witnessing stemmed from over leverage (few underlying business has to have prospects for warrantees received in a restructuring plan
deals closed in the golden days had a debt future growth. Pedercini went on to say that analysed by an appraisal are exempt from claw
service cover ratio of less than one, meaning Italian law does not support the ’revocatorie’. back actions. The 182-bis states that banks
that those companies were bound to default, need to get an agreement with 60% of the
or even absent, an economic crisis situation). Luca Lupone pointed out that under the creditors and obtain the appraisal of the court.
current circumstances selectivity is the feature Lupone commented that despite the current
Yet Bianchi said that even in less leveraged which matters the most, both for financial attitude of lenders to postpone repayment
instances, the business operators and institutions and for professional service deadlines in order to help troubled businesses,
creditors have looked more at the financial providers - selectivity meaning the ability a lack in their openness to grant them fresh
than at the industrial aspects of the business. to identify and pursue viable solutions only financial resources could prevent viable rescue
It would thus be advisable for the involved among possible ones, while leaving behind plans to be successful.
players to start by first looking at a company’s situations where economic fundamentals of
business plan and then go into the financials. the business cannot be revamped. Ciaramella closed by saying that the
elimination of the regulatory limit of the 15%
Furthermore, restructuring usually requires Giandomenico Ciaramella commented that stake that a financial institution could own in a
cash investment, with costs to be gauged. In companies often encounter a psychological company could help the current situation.
the current environment where banks (and barrier to admitting that they are in trouble.
generally shareholders) are usually ready to He went on to say that from 2005 onward have
restructure debt but less inclined to put new bankruptcy laws in Italy become effective.
money into a business to be restructured, this
becomes a major problem. He also stressed Earlier on there was a temporary solution with
that the skill-sets of the people who work the amministrazione controllata and for small
on restructuring are crucial and that prior companies, the concordato preventivo.
experience is vital. The discussion moved along to the downsides

14 ITALY M&A FORUM
OCTOBER 2009
Beating the crisis:
The agenda for the future

Giampo Bracchi, Chairman, Italian Private Equity and Venture Capital Association
Giuseppe Miroglio, CEO, Miroglio
Eugenio Morpurgo, CEO, FinEurop Soditic
Stefania Peveraro, Caposervizio, Milano Finanza (moderator)

The final panel discussion of the forum downturn. The company operates throughout it is extremely difficult to make predictions
addressed how the crisis will be overcome all the stages of the production chain and and firms are finding this when developing a
and which measures need to be implemented Miroglio remarked that the manufacturing business plan for the year ahead. Morpurgo
to this end. Giampo Bracchi noted that stage has been particularly hard hit. Miroglio believes that we need 9-12 months before the
private equity funds still have money – some believes that the secret to overcoming the market stabilises and added that there will be
€7bn alone in Italy – but have altered their crisis is to take corrective action early and to more delayed payments and earn-outs. The
investment strategies. Given current liquidity implement a change in the corporate culture clause ‘subject to financing’, which in the past
constraints, there are more minority stake – for instance, trade unions need to have a was just an accessory, will have more and
deals and transactions involving companies at co-operative approach. more importance in deals.
the lower end of the market. The market has
also seen an increase in the number of deals Eugenio Morpurgo went on to analyse factors Morpurgo foresees M&A being strongest in
struck in partnership with regional financial which have negatively impacted the M&A the Energy and Pharmaceutical niches in the
investors, while Bracchi expects more early market in Italy and paid particular attention future, while the recovery for private equity
stage deals going forward. Bracchi went on to to the lack of confidence that has engulfed firms will be more delayed. The recovery in
say that Italian private equity funds hold some the economy. Morpurgo noted that companies deal making will likely occur in the second
1,200 investee companies in their portfolios, which manufacture products that rely on half of 2010 and into 2011 with strategic
some of which are suffering as investors have the ‘made in Italy’ trademark have been investors being involved in the the lion’s share
had difficulties refinancing in some instances. particularly hit hard. He added that in his of transactions. Morpurgo believes that quasi
capacity as an M&A practitioner, he has seen distressed situations will continue to offer
Giuseppe Miroglio brought the point of view of firms that had EBITDA of €80m last year fall good value for acquirers.
a corporate investor from the textile sector, to zero and as a result this has lead to an
which has been heavily hit by the economic enormous gap in valuations. Looking ahead

CLOSING REMARKS

Marco Belletti, Head of M&A Italy, SociEtE GEnErale Corporate & Investment Banking

Looking ahead, Belletti believes that non-core slowly return over the course of 2010. Recent
disposals by larger corporates will be the developments in the equity and corporate
principal driver of activity with the Pharma and bond markets also offer encouragement. He
Automotive sectors witnessing significant deal concluded his remarks by saying that market
flow. Belletti expects the private equity market players will continue to find new ways to
to be an interesting space and predicts that finance deals, becoming increasingly creative in
the IPO and secondary buyout markets will a bid to bridge the current liquidity gap.

ITALY M&A FORUM 15
OCTOBER 2009
16 ITALY M&A FORUM
OCTOBER 2009
LA COMUNICAZIONE DI VALORE

STRATEGIE DI COMUNICAZIONE ISTITUZIONALE E FINANZIARIA
Analisi posizionamento e definizione strategie di comunicazione di impresa
Gestione globale di campagne di comunicazione e marketing per operazioni di finanza
straordinaria, in particolare per IPO e OPA
Valorizzazione brand awareness e reputation building
Relazioni istituzionali

RELAZIONI CON I MEDIA
Gestione relazioni con media nazionali, internazionali, locali e specializzati
Organizzazione di conferenze stampa, incontri media, interviste
Elaborazione comunicati, Q&A, schede di documentazione
Media training

CORPORATE IDENTITY
Realizzazione di company profile, brochure, dépliant
Bilanci e prospetti informativi
Siti internet e video istituzionali e di prodotto
Progetti di immagine coordinata

PUBBLICITÀ
Strategia e realizzazione di campagne pubblicitarie istituzionali
Creatività, pianificazione media, acquisto spazi pubblicitari
Campagne pubblicitarie a supporto di operazioni di finanza straordinaria
Gestione avvisi finanziari obbligatori

PMS
Roma 00187 | Via del Quirinale, 26 | Tel. 06 48905000
Milano 20123 | Via G. Carducci, 16 | Tel. 02 48000250
Reggio Emilia 42100 | Via Paolo Toschi, 10 | Tel. 0522 580242
www.pmsgroup.it - info@pmsgroup.it
HISTORICAL DATA
TOP 10 ITALIAN M&A TRANSACTIONS, Q1-Q3 2009
Announced Status Target company Target sector Target Bidder company Bidder Seller company Seller Deal
date country country country value
(€m)
Feb-09 C Italgas SpA Energy, Mining Italy Snam Rete Gas SpA Italy ENI SpA Italy 4,206
& Utilities
Feb-09 C Stogit SpA Energy, Mining Italy Snam Rete Gas SpA Italy ENI SpA Italy 2,588
& Utilities
Feb-09 C Alleanza As- Financial Italy Assicurazioni Italy 1,805
sicurazioni SpA Services Generali SpA
(49.6% stake)
May-09 C Enel Rete Gas SpA Energy, Mining Italy AXA Private Equity; Italy Enel Distribuzione SpA Italy 1,716
(80% stake) & Utilities F2i SGR SpA
Jul-09 C Intesa Vita SpA Financial Italy Intesa Sanpaolo Italy Alleanza Assicurazioni SpA Italy 706
(50% stake) Services SpA
Aug-09 P Findomestic Financial Italy BNP Paribas France Cassa di Risparmio di Italy 500
Banca SpA (25% Services Personal Finance Firenze SpA; Cassa di Ris-
stake) parmio di Pistoia e Pescia
Apr-09 C Antonveneta ABN Financial Italy Clessidra Capital Italy Banca Monte dei Paschi di Italy 400
AMRO; Prima Sgr Services Partners II Siena SpA
Jun-09 P IPI SpA Real Estate Italy MiMoSe Italy Banca Intermobiliare di Italy 363
Investimenti e Gestioni SpA
Jan-09 C Alitalia SpA (25% Transportation Italy Air France-KLM SA France 323
stake)
Sep-09 P Permasteelisa SpA Construction Italy Investindustrial SpA Italy 219

C= Completed P= Pending

TOP 10 ITALIAN PRIVATE EQUITY TRANSACTIONS, Q1-Q3 2009
Announced Status Target company Target sector Target Bidder company Bidder Seller company Seller Deal
date country country country value
(€m)
May-09 C Enel Rete Gas SpA Energy, Mining Italy AXA Private Equity; Italy Enel Distribuzione SpA IBI 1,716
(80% stake) & Utilities F2i SGR SpA
Apr-09 C Antonveneta ABN Financial Italy Clessidra Capital Italy Banca Monte dei Paschi di IBO 400
AMRO; Prima Sgr Services Partners II Siena SpA
May-09 P Saeco Internation- Consumer Italy Koninklijke Philips Nether- PAI Partners Exit 200
al Group SpA Electronics NV lands
Mar-09 C CastelMac SpA; Industrials & Italy Braveheart Acquisi- USA Manitowoc Company Inc IBO 120
Frimont SpA; Chemicals tion Inc
Scotsman Group
Jan-09 C Alkimis SGR SPA Financial Italy IDeA Alternative Luxem- IBI 100
(15% stake) Services Investments SpA bourg
Jan-09 C Ecolevante SpA; Industrials & Italy Corvette Srl Italy IBO 82
Waste Recycling Chemicals
SpA
Feb-09 P Banca Profilo SpA Financial Italy Sator SpA Italy IBI 70
(42% stake) Services
Sep-09 C GTS Group SpA Consumer Italy Alfa-Parf Srl Italy Alcedo SGR SpA.; S+R Exit 50
(72% stake) Investimenti e Gestioni SGR
SpA
Feb-09 C Publimethod Spa TMT Italy Rp3 Fund Italy Mittel Private Equity; SBO 46
Progressio Investimenti I
Jul-09 P Mirato SpA Consumer Italy Benefit SPA Italy MBO 41
(45.15% stake)

C= Completed P= Pending

18 ITALY M&A FORUM
OCTOBER 2009
Italian M&A trends Italian private equity buyouts
Number of deals Value (€m) Number of deals Value (€m)
Q1 2004 55 3862 Q1 2004 8 117
Q2 2004 110 12992 Q2 2004 17 1567
Q3 2004 93 4611 Q3 2004 27 2303
Q4 2004 104 28051 Q4 2004 13 1153
Q1 2005 90 10158 Q1 2005 23 2484
Q2 2005 90 28679 Q2 2005 21 2187
Q3 2005 95 19637 Q3 2005 19 1149
Q4 2005 100 5879 Q4 2005 18 1570
Q1 2006 81 18214 Q1 2006 14 459
Q2 2006 110 9116 Q2 2006 25 2449
Q3 2006 95 40184 Q3 2006 26 4576
Q4 2006 122 33642 Q4 2006 25 4401
Q1 2007 99 15297 Q1 2007 20 378
Q2 2007 112 39660 Q2 2007 24 3794
Q3 2007 104 15162 Q3 2007 17 1424
Q4 2007 95 16646 Q4 2007 21 1951
Q1 2008 98 5616 Q1 2008 25 2242
Q2 2008 129 12285 Q2 2008 32 3695
Q3 2008 104 6204 Q3 2008 29 1379
Q4 2008 106 7987 Q4 2008 24 1261
Q1 2009 57 10101 Q1 2009 12 438
Q2 2009 58 3411 Q2 2009 9 2151
Q3 2009 58 2713 Q3 2009 12 129

Italian private equity exits
Number of deals Value (€m)
Q1 2004 6 215
Q2 2004 5 964
Q3 2004 8 458
Q4 2004 7 257
Q1 2005 4 177
Q2 2005 6 159
Q3 2005 15 1032
Q4 2005 11 1221
Q1 2006 6 2531
Q2 2006 6 655
Q3 2006 7 3680
Q4 2006 8 3530
Q1 2007 8 577
Q2 2007 7 160
Q3 2007 7 1230
Q4 2007 11 2102
Q1 2008 8 1705
Q2 2008 10 497
Q3 2008 13 977
Q4 2008 9 241
Q1 2009 4 58
Q2 2009 3 200
Q3 2009 4 74

ITALY M&A FORUM 19
OCTOBER 2009
Romania

Enel SpA
Potential investment in Cernavoda
Unit 3 and 4 Nuclear Power Plant

Sole Financial Adviser to ENEL

Italy

Sale of N&W Global Vending
S.p.A. to Barclays Private Equity
Ltd and Investcorp SA
Financial Adviser to Argan
Capital / Merrill Lynch Global
Private Equity

IN MILAN, AS ACROSS THE WORLD,
WE STAND BY YOU WITH OUR M&A EXPERTS.

France/Sweden France France/Belgium

Pernod Ricard Gaz de France SFPI (Kingdom of Belgium)
Acquisition of Vin & Sprit (V&S) AB Merger with Suez Disposal of Fortis Bank and
Fortis Insurance Belgium to BNP
Paribas

Financial Adviser Financial Adviser Financial Adviser to SFPI
to Pernod Ricard to Gaz de France

“Recent jumbo deals have brought M&A back into the spotlight. M&A now looks ready for a comeback, we expect

industries to take advantage of the turmoil witnessed during the last year to increase scale at good value, on the

other hand we believe distressed companies will be looking to make divestments to recover some value for their

shareholders.The need to generate value will lead to a series of major strategic deals, the sort of corporate moves

people have been talking about and expecting for a number of years. Société Générale Corporate & Investment

Banking stands by you to make it happen.” Marco Belletti, Head of M&A Italy. www.sgcib.com

We stand by you
INVESTMENT BANKING – GLOBAL FINANCE – GLOBAL MARKETS
Société Générale is authorised by the Comité des Etablissements de Crédit et des Entreprises d’Investissement in France, regulated by the Financial Services Authority for the conduct of its UK business. In the United States, certain securities, underwriting,
trading, brokerage and advisory activities are conducted by Société Générale Group’s wholly-owned subsidiary SG Americas Securities, LLC, a registered broker-dealer and member of FINRA and SIPC. © 2009 Société Générale Group and its affiliates.
HISTORICAL DATA

Italian M&A trends

140 45,000

40,000
120

35,000
100
30,000
number of deals

80

value ( m)
25,000

60 20,000

15,000
40
10,000

20
5,000

0 0

number of deals value ( m)

Italian deal size splits: volume

500

450
14
16
400 31 25
11 40
17 13
350 11 14 33
13 30 >US$500m
38 35
US$251m-US$500m
number of deals

300 142
122 US$101m-US$250m
134
250 120 US$15m-US$100m
119
<US$15m
200
82 Not disclosed
90 5
4
76 10
150 65 74
46
100
38
129 143
116 115 124
50
70

0
2004 2005 2006 2007 2008 Q1-Q3 2009

ITALY M&A FORUM 21
OCTOBER 2009
HISTORICAL DATA

Sector split by Sector split by
volume of Italian value of Italian
M&A, Q1-Q3 2009 M&A, Q1-Q3 2009

1% 1%
2% 2% <1%
5% 2% 2%
2%
25% 3% Energy, Mining & Utilities
6%
Industrials
3% Financial Services
Financial Services
4% Industrials
6% Consumer
Real Estate
Business Services
Construction
Energy, Mining & Utilities
Transportation
TMT
Construction Consumer
8%
Leisure 54% Leisure
Pharma, Medical & Biotech TMT
Real Estate Business Services
28%
14% Transportation Pharma, Medical & Biotech
9%

10%
13%

Cross-border inbound Cross-border inbound
M&A volume by bidder M&A value by bidder
region, Q1-Q3 2009 region, Q1-Q3 2009

4% 2% 1%
4% 4%

4%
25%
13%
4%
France
Germanic France
4%
North America Benelux
Benelux North America
UK & Ireland Germanic
Iberia UK & Ireland
13%
13% Nordic 52% Iberia
CEE CEE
South America

23%

15%
19%

22 ITALY M&A FORUM
OCTOBER 2009
ABOUT ALVAREZ & MARSAL

The Chief Restructuring Officer (CRO) – a little known but central function in dealing with the
current market phase.

In the current economic cycle Italy’s decisions have not been the most appropriate. non-strategic assets, close production
Industrial sector finds itself facing new and Consequently one of the main issues to tackle lines that are not sufficiently profitable, and
old challenges: the weakness of the capital when defining a restructuring plan should be examine with a fresh mind organisational
structure (and not just in respect of LBOs how to implement the turnaround and, most structures that are no longer in line with
closed in the golden days of easy credit); of all, which professional skills are needed by needs.
the difficulty in dealing with a global world management to run the business in a time of
whereby economies enjoy much greater crisis. 3) The CRO is used to act swiftly, under
flexibility; and, lastly, the difficulty of the stressful conditions and mainly with an eye
typical Italian economic fabric (made of SME) The Anglo-Saxons have found an answer on cash, which sets him/her markedly apart
in confronting the crisis with specialised to this need in the figure of the Chief from the CEO.
managerial resources. The latter is Restructuring Officer (CRO), a role that is still
particularly true in what is often a family-type relatively little known in the Italian market. In 4) The CRO is a time manager, rather than a
management system where, in addition to a time of crisis and consequent restructuring consultant, who acts personally with the
starting up the firm, the entrepreneur is also the CRO is not only a valuable resource for the goal of completing the restructuring plan in
a manager having lead the firm through its shareholder but, if well played, also (and most as short a time as possible.
growth phases. of all) for management:
Thus, the CRO should be able to respond “spot
Furthermore until recently and probably still 1) The CRO (and his/her team – actually the on” to the requirements of the current market
today, the preferred, if not exclusive, path leader never works alone) is most effective phase and the different stakeholders involved.
of restructuring plans has been to focus on when cooperating with the CEO who, while This applies not only to companies controlled
financial restructuring (mainly debt) with the capitalising on his/her long-term knowledge by financial sponsors but also (and perhaps,
operating component often neglected. of the industry, continues to focus on the most of all) to entrepreneurs/managers who,
top line (customer relationships, product once the turnaround comes to an end, could
In the past few months A&M, world leader in and market development). The CRO is again take charge of their business, the
turnaround and performance improvement instead focused on “resetting the machine”, restructuring of which has been attended to by
for over 20 years (hence with an operating and lowering the breakeven point, redefining a temporary team specialised in ensuring that
industrial bias), has noticed that the majority the organisational structure, readjusting/ a break with the past and a change of gears
of the stakeholders in stressed and distressed reducing costs, keeping risks under control, are implemented.
situations have been paying greater attention and renegotiating agreements with all
to the operational and industrial side of any the stakeholders. The CRO’s one and only For more information:
restructuring plan. objective is to again put the business in Alvarez & Marsal Italia Srl
a position to compete, and as soon as Piazzale Luigi Cadorna, 4
As part of this the question about the skill possible, to (again) hand it over to its 20123 Milano
set required to drive a restructuring plan to standing management. Tel: + 39 (0)2 8596411
success if more and more often emerging.
Naturally it is difficult for someone who 2) Unlike the CEO, the CRO has no ‘legacy’, To know more about Alvarez & Marsal
has built up and grown his/her company to no ties with the past. His/her independence worldwide locations, please visit
consider a thorough restructuring insofar as of previous choices enables him/her to www.alvarezandmarsal.com
it implies recognizing that some of the past approach problems without delay, eliminate

ITALY M&A FORUM 23
OCTOBER 2009
IntraLinks. The trusted source for
Critical Information Exchange

Looking for a better way to get work done? Businesses Since inception, we’ve facilitated projects and
around the world turn to us to share information and transactions with over 800,000 users representing
documents safely and securely online – anywhere, over 90,000 organisations. That’s the kind of industry
anytime. Helping to connect companies, accelerate experience, paired with award-winning customer
workflow and streamline processes. In other words, service, that’s helped us build real trust with our
deals get sealed faster, easier. exchange clients. IntraLinks. The trusted source
for critical information exchange.

For more information
email emea@intralinks.com
or call +44 (0) 20 7549 5200

© 2009 IntraLinks, Inc. All rights reserved. IntraLinks and the IntraLinks logo are
registered trademarks of IntraLinks, Inc. in the United States and/or other countries. FRENCH M&A FORUM 15
JUNE 2009
ABOUT INTRALINKS

IntraLinks® provides enterprise-class solutions, which facilitate the secure, compliant and
auditable exchange of critical information, collaboration and workflow management inside and
outside the enterprise. our on-demand solutions help you organise, manage, share and track
information enabling you to accelerate your workflow, optimise your business processes and
realise new profit potential.

Since 1997, IntraLinks has transformed the way exchange.Clients rely on IntraLinks for a
companies do business. More than a decade broad range of mission-critical uses including
ago, we began our life revolutionising the way M&A due diligence, study start up for clinical
debt financing was handled in an on-demand, pharmaceutical trials, management of complex
on-line model. We applied this same model construction projects, Board of Director
to M&A due diligence, dramatically changing reporting for public corporations and more.
the way firms do business. With over 800,000 To find out more about using IntraLinks to
users across 90,000 organisations around the exchange your critical information visit
world, including 800 of the Fortune 1,000, we www.intralinks.com or contact one of our
are the trusted choice for critical information offices listed below.

EMEA Milan Asia-Pacific
Via Torino, 2
emea@intralinks.com 20123 Milano asiapacific@intralinks.com
Tel: +39 02 7254 6207
London Fax: +39 02 4438 6087 Hong Kong
IntraLinks Ltd. Level 39, One Exchange Square
44 Featherstone Street Paris 8 Connaught Place
London, EC1Y 8RN Suite 36, Level 3 Hong Kong, Central
Tel: +44 (0) 20 7549 5200 17, Square Edouard VII Hong Kong
Fax: +44 (0) 20 7549 5201 75009 Paris Tel: +852 3101 7022
Tel: +33 (1) 53 43 91 05 Fax: +852 3101 7021
Dubai Fax: +33 (1) 53 43 93 93
1009 Shatha Tower Tokyo
Dubai Internet City, Americas 2-17-1 Konan, Minato-Ku
United Arab Emirates Tokyo Japan 108-0075
Tel: +971 (0) 4 375 3498 americas@intralinks.com Tel: +81 3 6713 7827
Fax: +971 (0) 4 439 3595
New York Corporate Headquarters Singapore
Frankfurt 150 East 42nd Street, 8th Floor Level 34, Centennial Tower
Bockenheimer Landstrasse 17/19 New York, NY 10017 3 Temasek Avenue
60325 Frankfurt am Main Tel: +1 212 543 7700 Singapore 039190
Germany Fax: +1 212 543 7978 Tel: +65 6549 7801
Tel: +49 69 710 455 185 Fax: +65 6549 7011
Fax: +49 69 710 455 187 Boston
529 Main Street Sydney
Madrid The Schrafft Center Suite 1, Level 3
López de Hoyos nº 35 – 1ª Planta Charlestown, MA 02129 3 Spring Street
28002, Madrid Tel: +1 617 648 3500 Sydney, NSW 2000
Tel: +34 91 771 5117 Fax: +1 617 648 3550 Tel: +61 (0) 2 8249 4567
Fax: +34 91 791 5228 Fax: +61 (0) 2 8249 4001

ITALY M&A FORUM 25
OCTOBER 2009
26 ITALY M&A FORUM
OCTOBER 2009
For information regarding this report please contact:

Karina Cooper
Publisher
T: +44 20 7059 6324
E: karina.cooper@mergermarket.com
Part of The Mergermarket Group

www.mergermarket.com
895 Broadway #4 80 Strand Suite 2001
New York, NY 10003 London, WC2R 0RL Grand Millennium Plaza
USA United Kingdom 181 Queen’s Road, Central
Hong Kong

t: +1 212 686 5606 t: +44 (0)20 7059 6100 t: +852 2158 9700
f: +1 212 686 2664 f: +44 (0)20 7059 6101 f: +852 2158 9701
sales.us@mergermarket.com sales@mergermarket.com sales.asia@mergermarket.com

Disclaimer
This publication contains general information and is not intended to be comprehensive nor to provide financial, investment, legal, tax or other professional advice
or services. This publication is not a substitute for such professional advice or services, and it should not be acted on or relied upon or used as a basis for any
investment or other decision or action that may affect you or your business. Before taking any such decision you should consult a suitably qualified professional
adviser. Whilst reasonable effort has been made to ensure the accuracy of the information contained in this publication, this cannot be guaranteed and neither
Mergermarket nor any of its subsidiaries nor any affiliate thereof or other related entity shall have any liability to any person or entity which relies on the information
contained in this publication, including incidental or consequential damages arising from errors or omissions. Any such reliance is solely at the user’s risk.