Business Services Insider May 2011

May 2011
THE GLOBAL BUSINESS SERVICES INDUSTRY

Introducing Global M&A
Global M&A is one of the worlds leading independent M&A advisory firms. Specialized in the middle market, we provide support and opportunities locally and internationally for clients buying or selling companies as well as financings, corporate restructurings and other corporate finance transactions. In the last 10 years, we have closed more than 1,500 transactions with an aggregate deal value of more than 30 billion. The Global M&A team has accumulated extensive experience in cross border deals. The main success factors are: local expert knowledge of international markets, discrete and efficient execution and longstanding track record.
Global Sector Expertise

Global M&A has created a growing number of specialised sector teams. These groups meet regularly and exchange intelligence and deal ideas constantly. Most importantly, they co-operate to create seamless cross-border teams on joint projects. This well established system enables us to deliver a unique level of advice and support to our clients. Some of this systems advantages include:
Multinational teams for seamless cross-border co-operation on specific M&A projects. Centralised industry-relevant knowledge on: Public and privileged information on company valuations Buyers and sellers strategies. Access to decision makers at groups and investment houses around the world.
Our Sector Teams % of GM A Deals Done 14% 10% 10% 8% 6% 13% l6% 5% 6% 10% 13%
Business Services Construction & Real Estate Consumer Products Financial Services & Insurance Healthcare & Pharmaceuticals Industrials Leisure & Retai M arketing & M edia Packaging Technology/IT
The Global M&A Business Services Team
Other
The Business Services team understands the challenges of service delivery, typical client demands and the market dynamics in the sector, and has a clear appreciation of how these factors can drive value and the interest of purchasers and investors in your business. The team is well positioned to advise you on the best ways of creating or unlocking maximum value, and on the best industrial and cultural fit. Areas of Expertise: Consultancy Services Business Process Outsourcing Catering Facilities Management Mechanical & Electrical Maintenance Security Recruitment, Contract Staffing & Other HR Services Waste Management & Recycling Please visit the Business Services sector area of the Global M&A website at www.globalma.com for more information.
Table of Contents
Section I: Section II: Section III: Section IV: Section V: Section VI: Section VII: Section VIII: APPENDIX: Executive Summary BPO Companies Facilities Management Companies Security Services Companies Contract Catering Companies Human Resources Services Companies Waste Management Services Companies Consulting Services Companies (Excluding IT) Special Insert Environmental services in the US Global M&A deal highlight
Applus+ acquisition of Velosi Limited TCI BPO acquisition of RH Build Up from Edenred Consitution of new Nordic ground handling services group Aviator
Sampling of Business Services Deals The Global M&A Business Services Team
Nicolas Ambrosioni Financial Analyst Veronique Zeid-Maurel Partner Global M&A Business Services team leader
Section I: Executive Summary

Overview
In this report, the Global M&A Knowledge Centre together with the Global M&A Business Services Industry team reviews valuations and recent valuation trends for various sub-sectors of the global business services industry. The seven sub-sectors that we have analyzed for this report include: business process outsourcing (BPO), facilities management, security services, waste management, human resources services, consulting and contract catering companies. For the purpose of this paper we have either excluded smaller or larger sub-segments of the industry, where the data samples are either not as statistically significant or are too numerous to manageably analyze. Our analysis uses the seven aforementioned sub-segments merely as a means to categorize the industry in an easily understandable manner. In the report, we examine valuation statistics derived from the most common valuation techniques used in the Investment Banking and Private Equity industries, namely comparable public company analysis and comparable transactions analysis. In our comparable company analysis we study the valuation of the industry and its sub-sectors based on operating and financial measurements (e.g., EV/EBITDA or EV/EBIT) of groups of public companies that have similar characteristics (for example, a peer or sub-sector group). Our comparable transaction valuation analysis derives an approximation of value from prices at which entire companies (or significant interests in companies) have been sold by comparing the valuation parameters of the M&A transactions.
The results of our analyses are the following: BPO Companies: At the end of May 2011, the median EV/EBIT and EV/EBITDA for comparable public BPO companies are 13.9x and 8.3x, respectively. The median EV/EBITDA of comparable M&A transactions is 9.5x. Facilities Management Companies: At the end of May 2011, the median EV/EBIT and EV/EBITDA are 12.2x and 7.7x for comparable public facilities management companies, and are 15.5x and 11.1x for comparable public real estate services companies. The median EV/EBITDA of comparable M&A transactions is 11.9x. Security Services Companies: At the end of May 2011, the median EV/EBIT and EV/EBITDA for comparable public security services companies are 10.5x and 5.4x, respectively The median EV/EBITDA of comparable M&A transactions is 11.9x. Contract Catering Companies: At the end of May 2011, the median EV/EBIT and EV/EBITDA for comparable public contract catering companies are 11.7x and 8.1x, respectively. The median EV/EBITDA of comparable M&A transactions is 7.0x. Human Resources Services Companies: At the end of May 2011, the median EV/EBIT and EV/EBITDA for comparable public human resources services companies are 14.0x and 10.4x, respectively. The median EV/EBITDA of comparable M&A transactions is 9.8x. Waste Management Companies: At the end of May 2011, the median EV/EBIT and EV/EBITDA are 15.1x and 7.9x for comparable public waste management companies, and are 9.9x and 7.2x for comparable public recycling companies. The median EV/EBITDA of comparable M&A transactions is 7.9x. Consulting Services Companies excluding IT: At the end of May 2011, the median EV/EBIT and EV/EBITDA for comparable public consulting services companies are 11.3x and 7.8x, respectively. The median EV/EBITDA of comparable M&A transactions is 7.6x.
Section II: BPO Companies

Comparable Public Company Valuations
The Knowledge Centres BPO comparable public company analysis involves 14 publicly traded BPO companies (IT and IT-enabled BPO not included) providing several different outsourced service offerings (Exhibits 1 and 2). The median EBIT and EBITDA margins are 4.8% and 10.3%, respectively. The median EV/EBIT and EV/EBITDA are 13.9x and 8.3 x, respectively. Exhibit 1 BPO Comparable Company Profit Trends ( in millions)
EBITDA / Sales
Company Name Alten SA Altran Technologies SA Apac Customer Services Inc Capita Group CCA International Convergys Corp. Datamatics Global Services Ltd. Fiserv Inc Scicom Msc Bhd Spanco Ltd Startek Sykes Enterprises Teleperformance SA WNS Holdings Ltd. Country FRA FRA USA GBR FRA USA IND USA MYS IND USA USA FRA USA Last Year 31/12/10 31/12/10 02/01/11 31/12/10 31/12/10 31/12/10 31/03/10 31/12/10 30/06/10 31/03/10 31/12/10 31/12/10 31/12/10 31/03/11 Sales (Last) 917 1 437 244 3 203 119 1 663 42 3 119 31 226 200 874 2 058 437 EBITDA EBIT (Last) (Last) 105 63 34 533 8 189 4 1 016 4 34 1 71 211 45 99 18 25 401 6 -29 3 740 2 28 -14 20 119 9 Enterprise Market cap. Value (Current) (Current) 877 745 210 4 991 29 1 141 26 6 381 29 72 54 720 1 400 294 837 947 181 6 290 27 1 158 24 8 341 28 187 41 587 1 398 350 0,7% 8,1% 10,2% 10,3% 32,6% 2010 11,4% 4,4% 14,0% 16,6% 6,8% 11,3% 2009 8,6% -1,2% 15,9% 14,2% 4,0% 6,1% 9,2% 31,4% 12,7% 15,1% 7,6% 11,9% 11,2% 13,8% 2008 13,0% 8,8% 7,8% 15,2% 2,8% 9,3% 11,9% 26,4% 10,0% 14,1% 4,2% 12,8% 14,0% 13,9% 2007 13,2% 7,6% 2,3% 15,4% 5,6% 13,7% 6,8% 23,5% 11,1% 14,4% 7,1% 10,8% 13,6% 9,2% 2006 14,9% 7,6% 2,4% 15,5% 7,6% 14,6% 9,2% 20,8% 16,2% 15,6% 4,4% 10,1% 13,5% 12,3% -6,8% 2,3% 5,8% 2,0% 23,7% 2010 10,8% 1,2% 10,4% 12,5% 4,8% -1,7%
EBIT / Sales
2009 6,7% -5,1% 11,8% 10,8% 2,2% -3,1% 6,0% 23,2% 7,0% 12,2% -0,2% 8,3% 7,1% 4,2% 2008 11,7% 4,9% 3,0% 12,3% 1,1% 4,6% 9,0% 18,3% 5,4% 10,5% -5,7% 9,4% 10,1% 5,3% 2007 11,7% 4,6% -4,0% 12,6% 3,9% 9,3% 3,0% 18,6% 5,3% 12,7% -1,7% 6,8% 9,4% 1,2% 2006 14,2% 3,1% -3,2% 12,6% 4,5% 9,6% 5,6% 16,4% 10,1% 13,6% 2,5% 7,9% 9,5% 7,6%
Mean Median
11,5% 10,3%
11,5% 11,5%
11,7% 12,4%
11,0% 11,0%
11,8% 12,9%
5,9% 4,8%
6,5% 6,9%
7,1% 7,2%
6,7% 6,1%
8,1% 8,7%
Source: Infinancials (20/05/2011)
Comparable Public Company Valuations (Cont)

Exhibit 2 BPO Public Company Valuation Trends ( in millions)
EV/Net Sales
Company Name Alten SA Altran Technologies SA Apac Customer Services Inc Capita Group CCA International Convergys Corp. Datamatics Global Services Ltd. Fiserv Inc Scicom Msc Bhd Spanco Ltd Startek Sykes Enterprises Teleperformance SA WNS Holdings Ltd. 0,2x 0,7x 0,7x 0,9x 2,8x 0,7x 2010 0,8x 0,5x 0,9x 2,0x 2009 0,7x 0,5x 1,0x 2,0x 0,4x 0,5x 0,7x 2,6x 1,0x 0,7x 0,3x 0,9x 0,7x 1,0x 0,4x 0,3x 2,0x 0,4x 1,0x 0,2x 0,7x 0,6x 0,7x 2008 0,6x 0,1x 0,2x 2,3x 2007 1,2x 0,5x 0,4x 2,3x 0,4x 0,8x 0,8x 3,6x 0,8x 1,2x 0,4x 0,8x 0,8x 1,2x 1,1x 0,7x 1,0x 0,9x 31,3x 8,1x 6,8x 8,7x 2006 1,5x 0,8x 0,9x 2,4x 0,4x 1,2x 1,4x 2,1x 8,5x 6,5x 2010 7,0x 10,6x 6,1x 11,9x
EV/EBITDA
2009 8,3x nm 6,3x 14,3x 9,0x 8,5x 7,4x 8,4x 7,8x 4,6x 4,2x 7,7x 6,1x 7,1x 4,7x 2,7x 7,6x 4,0x 7,3x 4,8x 5,4x 4,4x 5,0x 2008 4,6x 1,6x 2,9x 14,8x 2007 8,9x 7,1x 15,9x 15,0x 7,5x 5,8x 11,2x 15,5x 6,9x 8,1x 6,3x 7,1x 6,2x 12,9x 7,3x 17,0x 9,6x 6,8x nm 28,9x 12,0x 45,6x 2006 10,0x 10,6x 38,3x 15,5x 5,1x 8,2x 14,7x 10,1x 11,6x nm 2010 7,5x 37,7x 8,2x 15,7x
EV/EBIT
2009 10,6x nm 8,4x 18,9x 16,2x nm 11,3x 11,3x 14,1x 5,7x nm 11,0x 9,7x 23,3x 9,5x 3,6x 11,0x 7,4x 9,9x nm 7,4x 6,1x 13,3x 2008 5,1x 2,8x 7,7x 18,3x 2007 10,0x 11,7x nm 18,3x 10,7x 8,6x 25,4x 19,5x 14,4x 9,2x nm 11,2x 9,0x 98,6x 8,4x 29,6x 12,3x 9,7x nm nm 19,9x 49,6x 2006 10,5x 26,1x nm 19,1x 8,6x 12,5x 24,1x 12,8x 17,3x nm 2010 14,5x nm 13,9x 18,2x 2009 33,1x nm 5,4x 24,8x 27,8x 630,2x 8,2x 15,6x 15,4x 3,9x 23,9x 24,5x 14,6x 126,5x
PER
2008 8,8x 34,0x 17,2x 27,7x nm 3,1x 10,0x 7,3x 5,7x nm 13,0x 9,2x 27,4x 2007 19,2x 22,7x 11,3x 25,6x 22,8x 12,4x 12,6x 20,9x 16,6x 8,6x nm 18,6x 15,0x 68,9x 12,6x 40,0x 16,9x 19,6x 45,9x 2006 19,1x 214,1x nm 26,9x 10,7x 19,5x 16,4x 19,9x
Mean Median
1,0x 0,8x
0,9x 0,7x
0,7x 0,6x
1,1x 0,8x
1,2x 1,1x
10,5x 8,3x
7,7x 7,7x
5,4x 4,7x
9,6x 7,8x
12,8x 10,1x
20,9x 13,9x
12,8x 11,3x
8,5x 7,6x
20,6x 11,4x
15,8x 12,5x
22,2x 17,8x
73,4x 23,9x
14,9x 10,0x
21,2x 18,6x
38,5x 19,6x

Comparable M&A Transactions
The median EV/EBIT and EV/EBITDA for the comparable BPO M&A transactions are 11.5x and 9.5x, respectively. Exhibit 3 BPO Comparable M&A Transactions ( in millions except where mentioned in $)
Deal value Date May-11 Target Company Kendle International Inc. Target Description Bidder Company Country USA Revenue 335 (m) 232 Sales 0,8x Enterprise Value / EBIT 56,7x EBITDA 15,3x
US based clinical research organization providing clinical INC Research, LLC development solutions to biopharmaceutical companies
May-11
Outsource Partners International, Inc.
US based provider of finance and accounting ExlService Holdings, Inc outsourcing, analytics, consulting and advisory services
USA
57
61
1,2x
Apr-11
De Belgische Distributiedienst NV; Belgium & Italy based company engaged in door-to-door NPM Capital N.V. RSM Italia SRL mail distribution business ZeroChaos Inc US based provider of contingent workforce compliance and management services India based IT services company providing application development, reengineering, application management and business process outsourcing services France based call center of Transcom WorldWide S.A. Snow Phipps Group, LLC
Netherlands
99
Apr-11
USA
137
Apr-11
Patni Computer Systems
iGate Corporation
USA
939
Apr-11
Transcom WorldWide S.A.(Call center)
Business Support Services SA The Capita Group Plc
France
Apr-11
Right Document Solutions Holdings UK based provider of document consultancy and Limited managed print services Headstrong Corporation US based provider of IT consulting, application outsourcing, business process outsourcing services
UK
15
28
2,0x
7,4x
5,6x
Apr-11
Genpact Limited
India
151
384
2,5x
Apr-11
Grupo Allus
Argentina based company that provides call center services Italy based company engaged in providing software, outsourcing and advisory services
Contax Participacoes S.A.
Brazil
130
121
1,0x
Apr-11
Servizio Titoli SpA
Computershare Limited
Australia
32
Apr-11
SAIC, Inc. (Global Oil and Gas Information Technology Services Business)
US based provider of consulting, System Integration and Wipro Limited Outsourcing Services to Global Oil majors and a part of the Commercial Business Services business unit of Science Applications International Corporation Switzerland based company that provides third party pharma sales and marketing outsourcing services Valeant Pharmaceuticals International, Inc.
India
105
Feb-11
PharmaSwiss SA
Canada USA
180
312
1,7x
Jan-11
CTX Participacoes SA (44.2% Stake)
Brazil based holding company that provides outsourced Portugal Telecom, SGPS, Brazil Portugal call center services including telemarketing, consumer S.A.; LF Tel SA; AG Telecom Participacoes S.A. assistance, debt collection, retention, back-office, technology services and trade marketing segments through its subsidiaries Brazil based provider of call center services Contax Participacoes S.A. Brazil
138
Jan-11
Dedic S.A.
147
Jan-11
BCW Group Plc
UK based company engaged in credit management and Gothia Financial Group AS outsourcing services US based provider of Software-as-a-Service (SaaS) online payroll processing services for small businesses Paychex, Inc.
Norway
32
Feb-11
SurePayroll, Inc.
USA
87

Exhibit 3 BPO Comparable M&A Transactions (Cont) ( in millions except where mentioned in $)
Date Target Company Target Description Bidder Company Country Revenue
Deal value (m) Sales
Enterprise Value / EBIT EBITDA
Jan-11
Tuition Management Systems, Inc. US based providers of outsourced tuition planning, billing, counseling, payment and related technology services Booking Services International Limited SunGard Public Sector Holdings Ltd UK based hotel and conference reservations and management firm US based software and BPO company
The First Marblehead Corporation
USA
35
Dec-10
The Capita Group Plc
UK
15
50
3,3x
10,6x
Dec-10
UK
124
101
0,8x
7,7x
Dec-10
Threshold Financial Technologies Canada based provider of payments solutions in Inc. managed ATM and transaction processing services for financial institutions and retailers in Canada
The Brink's Company
USA
37
31
0,8x
Dec-10
TechTeam Global Inc
US based provider of IT and business process outsourcing support services, including help desk/call center services, technical staffing, professional services/systems integration, and training programs
Stefanini IT Solutions
Brazil
147
67
0,5x
12,5x
6,8x
Nov-10
Bowne & Co Inc
US based provider of communications services includes R R Donnelley & Sons document preparation, printing and distribution service Company
USA
470
350
0,7x
23,4x
Nov-10
Credit Solutions Limited
UK based company providing credit management and debt collection services US based company engaged in providing legal process outsourcing services US based Sourcing services and BPO division of Ariba Inc. India based business process outsourcing service provider US based provider of HR outsourcing and consulting services
arvato AG
Germany
12
Nov-10 Nov-10 Oct-10 Oct-10
Pangea3 LLC Ariba Inc. (Sourcing services and BPO assets) Intelenet Global Services Private Ltd. (12.75% Stake) Hewitt Associates Inc
Thomson Reuters Corporation Accenture Plc Barclays Bank Plc Aon Corporation
Canada USA Bermuda Ireland USA UK USA 2 113
26 28 87 3805 1,8x 12,7x 9,2x
Sep-10
FirstAssist Services Holdings Limited
UK based company engaged in providing risk managed The Capita Group Plc solutions, employee assistance services and occupational health services US based Anacomp, Inc.'s docHarbor Online and Document Management division Indian provider of technology and business solutions DocuLynx, Inc.
UK
20
14
0,7x
30,6x
Sep-10
Sep-10
Anacomp, Inc. (docHarbor Online and Document Management division) Kale Consultants Ltd. (58.6% Stake) Pipal Research Corporation
USA
21
Accelya
Spain
21
22
1,9x
7,1x
2,9x
Sep-10
US based provider of financial and business research, CRISIL Limited corporate intelligence, and quantitative analytics services Diligenta Limited
India
10
1,6x
Sep-10
Unisys Insurance Services Limited UK based provider of business process outsourcing services for the life and pensions industry
UK
25
Aug-10
Tela Sourcing Inc
US bassed provider of business process outsourcing (BPO) services to the health care industry
TriZetto Group Inc
USA
23
Aug-10 Aug-10
becogent Limited NewRiver, Inc.
UK based customer interaction centres and providers of Teleperformance SA outsourced services. US based provider of electronic compliance and intelligent document fulfillment solutions UK based provider of bespoke fleet management services, concentrating on the provision of innovative management solutions, and vehicle outsourcing businesses Broadridge Financial Solutions Inc Morgan Stanley Private Equity
France USA
42 60
Aug-10
Zenith Provecta (60% Stake)
USA
118
103
1,5x
28,0x

Exhibit 3 BPO Comparable M&A Transactions (Cont) ( in millions except where mentioned in $)
Deal value Date Target Company Target Description Bidder Company Country Revenue (m) Sales Enterprise Value / EBIT EBITDA
Aug-10
ExcellerateHRO LLP
US based global benefits administration and relocation services provider UK based outsourcing company Japan based domestic network outsourcing services business of AT&T Japan LLC UK based company providing medical reporting and screening services across UK Italy based call centers owned by Telegate AG
Xerox Corporation
USA
101
Jul-10 Jun-10
Documetric Limited AT&T Japan (domestic network outsourcing services business) Premier Medical Group Limited
Parseq plc Internet Initiative Japan Inc
UK Japan
11
24 82
2,1x
7,8x
6,9x
Jun-10
UK
71
Jun-10
Telegate AG (Livorno and Turin Call Centers) Dataforce Interact Lmited
Contacta SpA
Italy
25
May-10
UK based outsourcing service provider of integrated data- HOV Global Services driven CRM solutions of Twenty PLC Holdings Limited US based full service KPO/BPO firm for the Banking & Financial Services and the Airlines & Travel industry US based provider of value-added customer contact services Sutherland Global Services
UK
12
May-10
Adventity Global Services
USA
39
44
1,1x
Apr-10
Ryla Inc
Alorica Inc
USA
76
53
0,7x
Apr-10
WuXi PharmaTech
China based pharmaceutical and biotechnology research Charles River Laboratories and development outsourcing company Inc US based remote IT operations management company MphasiS BFL Ltd NorthgateArinso Nederland BV
USA
188
1112
5,9x
30,7x
21,0x
Apr-10 Mar-10
Fortify Infrastructure Services Inc
India Netherlands
15
12 74
0,8x
Convergys Corporation (human US based human resources management business of resources management business) Convergys Corporation
Mar-10
SEB Card Service GmbH formerly Germany based provider of call center and online Walter services GmbH owned by Skandinaviska Enskilda banking services and additionally it also provides phone Banken AB banking, and internet hotline, call centre, and e-mail processing services Integreon Inc (30.00% stake) US based company engaged in business, legal and Actis Capital LLP knowledge process outsourcing services with businesses in China India Philippines South Africa and the UK
Germany
Feb-10
UK
36
Feb-10
Affiliated Computer Services Inc
US based provider of business process outsourcing (BPO) and information technology outsourcing (ITO) solutions to commercial and government clients US based outsourcing company Channel Islands based legal outsourcing company providing legal support and intellectual property management services to corporations and law firms
Xerox Corporation
USA
4 613
5029
1,1x
10,4x
6,4x
Feb-10 Jan-10
ICT Group, Inc CPA Global Limited
Sykes Enterprises Incorporated Intermediate Capital Group (ICG)
USA UK
306 173
139 508
0,5x 2,9x 9,8x
Jan-10
Xafinity Group Limited
UK based company that provides specialist outsourcing Advent International and consultancy services regarding pensions, employee Corporation benefits, and payments expertise UK based company which handles the ticketing and other functions of FirstGroup's UK rail operations Intelenet Global Services Limited
USA
144
317
2,2x
46,2x
13,7x
Jan-10
Intelenet UK Services Ltd
India
49
Average Median
1,6x 1,2x
19,8x 11,5x
12,6x 9,5x
Source: MergerMarket
Section III: Facilities Management Companies

The Knowledge Centres facilities management comparable public company analysis involves 27 publicly traded Facilities Management and Real Estate Services companies (Exhibits 4 and 5). The median EBIT and EBITDA margins for Facilities Management industry are 3.8% and 6.1%, respectively. The median EV/EBIT and EV/EBITDA for Facilities Management industry are 12.2x and 7.7x, respectively. The median EBIT and EBITDA margins for the Real Estate Services industry are 8.7% and 11.1%, respectively. The median EV/EBIT and EV/EBITDA for the Waste Management industry are 15.5x and 11.1x, respectively Exhibit 4 Facilities Management & Real Estate Services Comparable Company Profit Trends ( in millions)
EBITDA / Sales
Country Last Year USA MYS GBR GBR GBR FRA USA CAN USA POL GBR GBR GBR GBR JPN GBR FRA 31/12/10 31/12/10 31/12/10 31/12/10 GBR USA FRA BMU AUS 31/07/10 31/03/11 31/12/10 30/09/10 31/12/10 31/12/10 30/11/10 31/12/10 31/12/10 31/12/10 31/10/10 Sales (Last) 2 506 47 31/12/10 10 782 30/09/10 16 803 750 3 120 3 864 1 499 815 290 2 185 612 1 927 759 629 133 133 499 2 914 858 56 2 938 EBITDA (Last) 104 8 488 1 434 51 244 196 110 187 26 117 41 115 34 36 6 7 0 501 136 990 3 197 EBIT (Last) 78 7 295 1 150 37 144 -22 71 142 19 80 22 91 12 26 3 4 -43 76 109 785 2 155 462 2 028 2 083 8 261 26 1 913 991 3 123 2 087 11 226 18 2 087 0,0% 17,2% 15,9% 6,5% 5,1% 1 075 1 425 789 3 998 108 410 248 863 80 194 10 1 914 1 040 1 166 4 064 121 475 262 971 172 125 10 4,4% 5,7% 4,5% 7,8% 5,1% 7,4% 22,9% 8,9% 5,4% 6,7% 2 550 12 605 2 291 13 412 4,5% 8,5% Market Enterprise cap. Value (Current) (Current) 880 951 2010 4,2% 2009 3,6% 16,6% 4,7% 8,2% 6,8% 4,3% 5,6% 6,8% 23,6% 8,3% 5,8% 5,8% 6,0% 6,4% 5,9% 3,8% 5,6% 24,9% 16,0% 15,6% 6,6% 6,9% 6,7% 2008 3,5% 10,0% 4,2% 7,4% 5,3% 6,8% 5,2% 12,8% 21,9% 10,0% 6,1% 5,5% 6,3% 7,1% 5,4% 6,1% 4,9% 23,4% 14,3% 14,4% 6,6% 7,1% 17,9% 2007 3,5% -0,5% 3,2% 6,8% 5,5% 5,2% 4,0% 7,3% 20,5% 5,5% 4,4% 6,2% 6,0% 12,6% 7,6% 7,6% 4,3% 21,6% 18,8% 14,5% 6,1% 8,1% 21,0% 2006 6,4% 15,4% 4,1% 6,9% 5,1% 2,4% 2,8% 8,5% 18,0% 6,0% 4,4% 5,8% 5,8% 8,3% 7,7% 5,8% 6,3% 15,7% 20,5% 14,0% 6,3% 7,8% 20,0% -8,7% 2,6% 12,7% 5,1% 4,0% 1,6% 4,2% 2,3% 4,6% -0,6% 4,8% 17,4% 6,5% 3,7% 3,6% 2,7% 6,8% 2010 3,1%
Facilities Management
Company Name Abm Industries AWC Facility Solutions Bhd Balfour Beatty Compass Group Connaught Derichebourg Emcor Group FirstService Corp. IHS Inc IMPEL SA Interserve Plc Mears group Mitie Group Mouchel Group Plc Nippon Kanzai Parkwood Prodef SA Rentokil Initial Rollins Inc Sodexo SA Synergis Holdings Limited UGL Ltd.
EBIT / Sales
2009 2,6% 15,0% 3,4% 6,5% 4,9% -0,1% 4,7% 2,3% 18,6% 6,3% 5,1% 4,2% 4,7% 1,9% 4,6% -0,4% 3,0% 16,4% 4,8% 11,8% 5,2% 6,0% 5,3% 2008 2,7% 6,7% 3,1% 5,6% 4,9% 4,3% 4,5% 9,0% 15,8% 7,8% 4,6% 4,1% 5,2% 4,5% 3,0% 1,6% 2,5% 15,9% 3,5% 11,1% 5,2% 7,0% 16,8% 2007 2,8% -9,6% 2,3% 5,2% 4,4% 2,8% 3,4% 4,8% 16,9% 3,3% 2,9% 5,1% 5,0% 10,9% 5,6% 3,4% 2,4% 13,9% 9,8% 11,5% 4,8% 7,5% 19,7% 2006 5,7% 11,3% 2,8% 4,8% 4,7% 0,6% 2,4% 6,0% 14,6% 3,7% 0,0% 5,1% 4,7% 7,0% 7,2% 2,6% 3,1% 15,6% 11,8% 10,9% 4,8% 6,9% 18,7%
Renaissance Services S.A.O.G. OMN
31/08/10 15 256
Mean Median
7,8% 6,1%
8,9% 6,6%
9,2% 6,8%
8,7% 6,2%
8,9% 6,4%
4,2% 3,8%
5,9% 4,8%
6,5% 4,9%
6,0% 4,8%
6,7% 5,1%
FM-Real Estate Services

Company Name CB Richard Ellis Group Inc Grubb And Ellis Co Jones Lang lasalle Morguard Corp. Country Last Year USA USA USA CAN 31/12/10 31/03/10 31/12/10 31/12/10 Sales (Last) 3 860 434 2 208 264 EBITDA (Last) 433 -43 242 132 EBIT (Last) 343 -53 188 92 Market Enterprise cap. Value (Current) (Current) 6 170 31 2 909 670 7 328 160 2 893 1 578 2010 11,2% -9,9% 11,0% 50,2%
EBITDA / Sales
2009 7,3% -13,0% 7,6% 49,8% 2008 7,3% -1,9% 10,1% 51,0% 2007 14,1% 26,1% 15,4% 47,5% 2006 16,4% 2,7% 15,0% 50,4% 2010 8,9% 8,5% 34,9%
EBIT / Sales
2009 4,4% 2,3% 28,6% 2008 -17,1% 5,6% 32,9% 2007 12,0% 19,2% 13,4% 23,9% 2006 13,8% 0,5% 12,6% 33,3%
-12,3% -15,7% -41,8%
Mean Median
15,6% 11,1%
12,9% 7,4%
16,6% 8,7%
25,8% 20,8%
21,1% 15,7%
10,0% 8,7%
4,9% 3,3%
-5,1% -5,7%
17,1% 16,3%
15,1% 13,2%

Exhibit 5 Facilities Management & Real Estate Services Public Company Valuation Trends ( in millions)
Facilities Management
Company Name Abm Industries AWC Facility Solutions Bhd Balfour Beatty Compass Group Connaught Derichebourg Emcor Group FirstService Corp. IHS Inc IMPEL SA Interserve Plc Mears group Mitie Group Mouchel Group Plc Nippon Kanzai Parkwood Prodef SA Renaissance Services S.A.O.G. Rentokil Initial Rollins Inc Sodexo SA Synergis Holdings Limited UGL Ltd. 0,7x 0,6x 0,4x 0,6x 0,7x 0,5x 0,4x 0,7x 0,3x 0,7x 0,6x 0,3x 1,0x 10,0x 9,5x 5,4x 8,8x 10,9x 7,3x 2,4x 10,9x 4,3x 3,1x 10,1x 4,5x 5,0x 12,6x 12,2x 6,1x 11,1x 14,0x 7,5x 2,6x 13,9x 4,6x 3,3x 13,2x 5,0x 5,4x 17,0x 15,9x 11,0x 15,4x 19,4x 8,6x 12,0x 21,7x 10,7x 15,3x 20,1x 12,7x 24,7x 2,4x 1,1x 0,4x 0,2x 0,1x 0,4x 0,3x 0,7x 4,4x 0,3x 0,2x 0,5x 23,2x 0,7x 19,7x 0,6x 0,9x 0,7x 0,2x 0,6x 3,3x 0,3x 0,1x 0,4x 0,5x 0,4x 0,3x 0,1x 0,1x 1,6x 1,3x 0,1x 1,3x 0,9x 2,0x 1,4x 1,2x 2,0x nm 6,3x 19,0x 0,6x 1,0x 0,3x 0,2x 0,6x 2,8x 0,1x 0,2x 0,4x 0,4x 0,8x 0,2x 2010 0,4x
EV/Net Sales
2009 0,3x 2008 0,3x 2007 0,4x 0,3x 33,3x 0,6x 0,9x 0,5x 0,3x 0,7x 6,1x 0,3x 0,4x 0,5x 0,6x 0,9x 0,7x 0,5x 42,4x 0,6x 0,7x 0,5x 0,3x 0,7x 3,6x 0,4x 0,4x 0,9x 0,6x 0,9x 0,7x 0,4x 7,9x 3,9x 2,0x 5,7x 5,3x 9,9x 19,3x 3,9x 3,5x 7,7x 513,2x 8,7x 2006 0,3x 2010 8,9x
EV/EBITDA
2009 7,8x 423,0x 7,3x 12,9x 15,1x 4,1x 9,5x 13,8x 3,9x 2,6x 7,4x 8,8x 5,9x 4,6x 2,0x 1,2x 6,3x 7,9x 1,5x 5,5x 6,3x 9,3x 7,6x 7,9x 9,6x nm 41,6x 2008 8,3x 2007 10,5x nm 456,7x 1 054,0x 1 022,7x 848,0x 8,7x 19,0x 4,4x 3,6x 4,3x 12,7x 1,4x 3,6x 8,2x 6,3x 11,2x 4,3x 9,3x 15,3x 8,9x 6,4x 9,6x 30,0x 6,0x 9,2x 8,3x 9,4x 7,3x 9,7x 7,2x 9,0x 13,6x 22,6x 11,6x 8,7x 20,2x 6,2x 9,9x 15,2x 10,3x 10,9x 9,4x 7,2x 22,4x 5,3x 3,8x 9,7x nm 15,3x 25,4x 5,3x 5,1x 14,4x 10,8x 2006 4,6x 2010 11,8x 2009 10,8x
EV/EBIT
2008 10,7x 2007 13,0x nm 583,6x 9,3x 17,8x nm 4,8x 27,5x 17,5x 5,1x 2,9x 10,2x 11,1x 20,3x 5,9x nm 2,2x 9,6x 26,1x 2,9x 8,1x 25,3x 14,5x 14,6x 7,9x 16,7x nm nm 613,7x 1 452,9x 1 497,8x 1 501,8x 831,6x 11,5x 20,9x 6,9x 4,2x 6,2x 17,6x 1,7x 4,8x 10,8x 7,7x 17,9x 7,8x 12,3x 19,5x 16,8x 7,6x 14,5x 36,3x 9,9x 14,1x 10,0x 11,3x 8,4x 13,2x 15,8x 13,0x 14,7x 94,9x 13,9x 12,4x 24,9x 10,1x 6 123,9x 17,3x 12,7x 12,9x 10,1x 16,0x nm 14,4x 13,4x 9,0x nm 263,1x 32,9x 6,5x 5,8x 17,4x 14,8x 12,1x 28,1x nm 11,1x nm 23,6x 9,9x 3,5x 14,9x 14,1x nm 15,0x 3,1x 7,9x 8,2x 43,9x 2006 5,3x 2010 18,5x 2009 15,4x
PER
2008 18,3x 2007 22,4x nm 803,0x 1 426,0x 2 093,3x 14,3x 32,3x 6,8x 8,1x 7,1x 23,0x 2,8x 5,2x 15,3x 11,4x 22,7x 21,3x 9,4x 6,3x 42,3x 19,0x 3,3x 7,0x 12,2x 11,1x 29,0x 13,5x 12,1x 22,6x 52,3x 41,3x 12,8x 15,6x 17,0x 12,1x 28,2x 13,5x 19,8x 22,5x nm 22,1x 23,6x 38,7x 20,2x nm 22,0x 19,4x 20,1x 20,3x 13,1x 2006 10,4x
Mean Median
2,3x 0,5x
1,6x 0,5x
1,5x 0,5x
2,5x 0,6x
2,9x 0,7x
41,1x 7,7x
27,0x 7,4x
29,3x 6,3x
61,8x 9,3x
61,0x 9,8x
73,7x 12,2x
41,8x 10,8x
40,1x 8,0x
85,3x 13,5x
396,4x 13,1x
159,6x 15,9x
60,3x 14,5x
54,5x 13,1x
90,0x 16,3x
134,6x 20,1x

FM-Real Estate Services
Company Name CB Richard Ellis Group Inc Grubb And Ellis Co Jones Lang lasalle Morguard Corp. 1,2x 5,4x 1,1x 4,8x 0,5x 4,3x 2010 1,6x
EV/Net Sales
2009 1,5x 2008 0,7x 2007 1,1x 3,2x 0,8x 5,5x 2006 2,3x 0,6x 1,7x 4,8x 11,1x 10,7x 2010 14,4x
EV/EBITDA
2009 20,9x 14,1x 9,7x 2008 9,8x 5,2x 8,5x 2007 8,1x 12,4x 5,4x 11,5x 2006 14,1x 21,3x 11,2x 9,6x 14,3x 15,5x 46,2x 16,9x 2010 18,2x 2009 34,8x
EV/EBIT
2008 nm 9,4x 13,1x 2007 9,5x 16,9x 6,3x 22,9x 2006 16,7x 117,7x 13,3x 14,5x 23,3x 14,1x nm 15,2x 2010 33,1x 2009 131,0x
PER
2008 nm 11,3x 4,9x 2007 11,1x 19,9x 8,8x 22,9x 2006 23,7x 99,1x 19,1x 10,4x
Mean Median
nm = "not meaningful"
2,7x 1,6x
2,5x 1,5x
1,9x 0,7x
2,7x 2,2x
2,3x 2,0x
12,1x 11,1x
14,9x 14,1x
7,8x 8,5x
9,4x 9,8x
14,0x 12,6x
16,0x 15,5x
32,7x 34,8x
11,3x 11,3x
13,9x 13,2x
40,5x 15,6x
23,5x 23,3x
73,1x 73,1x
8,1x 8,1x
15,7x 15,5x
38,1x 21,4x

The median EV/EBIT and EV/EBITDA for the comparable Facilities Management M&A transactions are 13.3x and 11.9x, respectively. Exhibit 6 Facilities Management Comparable M&A Transactions ( in millions except where mentioned in $)
Deal value Date May-11 Target Company Megaw & Hogg National Valuers Pty Ltd Fabcor TargetCo, Ltd. Target Description Australia based company providing business and residential property valuations for the mortgage industry Canada based facility construction company, serving the oil and gas industry US based company providing landscape and lawn maintenance services UK based energy management consultancy Bidder Company CB Richard Ellis Pty Ltd. Country Australia New Zealand USA Revenue (m) 14 Sales Enterprise Value / EBIT EBITDA
Apr-11
MasTec, Inc.
20
7,9x
Apr-11
TruGreen LandCare L.L.C.
Aurora Resurgence Management Partners LLC Balfour Beatty WorkPlace Ltd
USA
178
26
0,2x
Apr-11
Power Efficiency Limited
UK
21
Apr-11
Clece, S.A.(Formerly owned by ACS Spain)
Spain based company engaged in provision of cleaning services, partial strategic services, energy services, logistics services, maintenance services, social and airport services
Permira; Mercapital, S.L.
Spain
608
Mar-11
Self Leveling Machines Pty Ltd; Self Leveling Machines Inc
Australia based company engaged in providing on site Furmanite Worldwide Inc. machining services ; US based company engaged in providing onsite machining services NBGI Private Equity Limited
USA
1,3x
Feb-11
Facilities Services Group Limited UK based market provider of hard facilities management (formerly known as Circle Britannia services to large, multi-site operators, predominately in the Limited) retail and leisure sectors Santia Ltd (Services Division)
UK
33
0,1x
18,8x
Feb-11
UK based services division of Santia Ltd which includes Rentokil Initial Plc Fumigation & Pest Control; Water Treatment & Hygiene; Fire Safety & Prevention US based company engaged in providing container Brambles Limited management services and also engaged inrenting and pooling of liquid and dry material containers for automotive, food, beverage, pharmaceutical, cosmetic, and chemical applications Russia based provider of elevator installation and maintenance services Denmark, Sweden and Norway based washroom activities business of ISS A/S US based company providing facilities management and building systems services South Korea based company that provides cleaning equipment and services France based company that provides maintenance and replacement of residential boilers Denmark based providers of service solutions for facility management, cleaning and canteen UK based company engaged in building maintenance and providing services OOO Otis Lift
UK
10
Feb-11
Container and Pooling Solutions Inc.
Australia
12
Jan-11
OAO RSU N 3
Russia
Dec-10
ISS A/S (Denmark, Sweden and Norway washroom activities business) The Linc Group LLC
Berendsen plc
UK
40
Dec-10
ABM Industries Inc
USA
441
228
0,5x
Dec-10
Wonbang tech Co., Ltd. (50% Stake) ENS France
KT Capital
USA
20
Nov-10
ENS Group
France
18
22
1,2x
Oct-10
IDA Service AS
Compass Group Plc
UK
20
Oct-10
Jackson Lloyd Ltd
Mears Group Plc
UK
Sep-10
POWER SUPPORT
Spanish company engaged in the operation and maintenance Fenice Spa of industrial facilities and power generation plants Sweden based company engaged in providing maintenance services to wind, water and heat industry Skelleftea kraft AB
Italy
14
Sep-10
Skelleftea Energi Underhall formerly owned by Vattenfall DTE Rail Services, Inc.
Sweden
Sep-10
US based provider of railcar maintenance, fleet management, FreightCar America, Inc. railroad operations and technology services
USA
20
18
0,9x

Exhibit 6 Facilities Management Comparable M&A Transactions (Cont) ( in millions except where mentioned in $)
Aug-10
Antimite Termite and Pest Control US based pest control company
The Terminix International Company USA L.P. CoolBrands International Inc Canada
23
Aug-10
Swisher International, Inc
US based provider of hygiene products and services
77
Jul-10
Rimex GmbH (70% Stake)
Germany based facility management company engaged in cleaning and maintenance of green spaces and outdoor facilities Ireland based company engaged in installation, repair, refurbishment and maintenance of lifts and escalators
STRABAG Property and Facility Services GmbH Grupo Orona
Germany
27
Jul-10
Mid Western Lifts Services Ltd.
Spain
25
20
0,8x
Jul-10
Faceo FM SA
France based integrated solutions provider for service sector Vinci SA maintenance, with activities in engineering, systems integration and multi-service and multi-technical maintenance YIT Corporation Germany based company that offers services in facility engineering and facility systems. It provides consulting and planning, construction and operation of complex airconditioning and ventilation systems, heating and refrigeration ABM Janitorial Services US based company providing cleaning and maintenance specialized contract services and security services UK based company engaged in providing commercial and residential property maintenance services UK based dvision of SAS Ground Services, the service supplier of airline ground handling inNordic countries US based company having franchises for the home services contractor market Spain based infrastructure, road maintenance and environmental services company Morgan Sindall Group plc
France
450
Jun-10
Caverion GmbH
Finland
440
73
0,2x
Jun-10
Diversco Inc
USA
58
Jun-10
Powerminster Gleeson Services Ltd SAS Ground Services UK Ltd
UK
Jun-10
BBA Aviation Plc
UK
25
Jun-10
Clockwork Home Services Inc
Direct Energy LP
USA
153
Jun-10
Audeca SL
Elecnor SA
Spain
39
23
0,6x
Jun-10
Knightsbridge Guarding Limited; Perception UK LLP Castle Support Services Plc
UK based provider of security and receptionist services for the Rentokil Initial Plc corporate sector UK based investment holding company with interests in electro-mechanical inspection, maintenance and repair services Ireland based provider of facilities management services; Ireland based provider of facilities management services US based provider of facilities management services Sulzer (UK) Holdings Ltd
UK
Jun-10
UK
146
157
1,1x
7,8x
6,9x
Jun-10
DFM Providers Limited; Dalkia Energy & Facilities Ltd Southeast Service Corporation
Mitie Group Plc
UK
29
13
0,4x
Jun-10
Crothall Services Group Inc
Canada,USA
107
54
0,5x
May-10
Utilicom Group Limited
UK based provider of services in building maintenance and energy management and conservation
GDF Suez SA
France
36
Apr-10
National Grid Energy Services (service contract business) D&S (Engineering Facilities) Limited
US based provider of heating, cooling, and water heater repair Homeserve Plc services UK based provider of facilities management services to blue- T. Clarke Plc chip UK client list Sovereign Capital Partners LLP
UK
22
Mar-10
UK
18
0,5x
21,5x
16,8x
Mar-10
Euro Environmental Group Limited UK based provider of drain and sewer cleaning, inspection and repair services Hurley Corporation Canada based provider of cleaning and facility management services
UK
22
Feb-10
Compass Group Canada Ltd
Canada
34
Average Median
0,6x 0,5x
14,0x 13,3x
11,9x 11,9x
Section IV: Security Services Companies

The Knowledge Centres security services comparable public company analysis involves 17 publicly traded security services companies (Exhibits 7 and 8). The median EBIT and EBITDA margins are 5.7% and 8.9%, respectively. The median EV/EBIT and EV/EBITDA are 10.0x and 5.4x, respectively. Exhibit 7 Security Services Comparable Company Profit Trends ( in millions)
EBITDA / Sales
Company Name Brink's Co (The) Central Security Patrols Co Ltd Command Security Corp. G4S plc Garda World Security Corp GlobalOptions Group Inc. IMPEL SA Loomis AB Mitie Group Niscayah Group AB Prosegur Protection One Secom Securitas AB Sohgo Security Services Co Turvatiimi Oyj Country Last Year USA JPN USA GBR CAN USA POL SWE GBR SWE ESP USA JPN SWE JPN FIN 31/03/11 31/12/10 31/03/11 31/12/10 31/03/10 31/12/10 31/12/10 31/03/10 31/12/10 31/12/10 31/12/10 31/12/10 30/06/10 Sales (Last) 2 355 357 517 108 8 635 823 0 290 1 229 1 927 738 2 567 257 5 683 6 831 2 391 32 EBITDA (Last) 220 22 88 3 788 50 -7 26 175 115 37 364 63 1 183 505 195 -3 EBIT (Last) 113 10 78 3 508 14 -12 19 96 91 17 263 45 811 386 70 -4 7 226 2 620 761 25 6 487 3 565 406 29 20,8% 7,4% 8,2% -9,5% 108 770 863 692 2 420 121 935 971 805 2 671 5,1% 14,2% 8,9% 14,2% 4 520 247 6 333 658 9,1% 6,0% Market Enterprise cap. Value (Current) (Current) 960 96 189 1 152 42 363 2010 9,4% 6,3% 17,1% 2009 10,5% 6,9% 13,5% 3,2% 9,1% 0,6% -0,9% 8,3% 13,3% 6,0% 9,3% 14,2% 24,6% 21,1% 7,5% 7,9% -0,8% 2008 11,2% 8,1% 15,7% 2,9% 9,0% 1,8% -3,1% 10,0% 12,6% 6,3% 5,9% 12,9% 20,3% 18,7% 7,1% 7,7% -6,1% 2007 14,4% 8,2% 19,9% 2,6% 9,2% 3,8% -20,1% 5,5% 2,2% 6,0% 11,5% 11,4% 22,3% 21,8% 6,2% 8,8% -5,1% 5,8% 11,8% 9,1% 22,5% 22,9% 5,0% 9,4% -6,4% 14,3% 5,7% 2,9% -12,3% 2,3% 10,2% 2006 12,9% 7,8% 24,7% 1,5% 8,4% 5,9% -3,5% 6,0% 6,5% 7,8% 5,9% 1,7% 2010 4,8% 2,8% 15,2%
EBIT / Sales
2009 6,6% 3,2% 13,0% 2,5% 6,0% -4,7% -4,2% 6,3% 6,8% 4,7% 6,5% 10,7% 17,7% 14,4% 5,8% 3,1% -4,0% 2008 7,6% 4,5% 13,4% 2,3% 5,9% -8,1% -7,3% 7,8% 6,5% 5,2% -2,9% 10,0% -0,7% 8,9% 5,5% 2,7% -12,0% 2007 8,6% 4,1% 17,8% 2,5% 6,0% 0,6% 3,3% -3,4% 5,0% 9,1% 8,8% 4,4% 14,8% 3,1% 4,5% -8,9% 4,7% 9,4% 6,4% 7,1% 15,3% 2,9% 5,3% -10,9% 2006 7,1% 3,7% 23,7% 1,2% 5,5% 4,3% 3,7%
China Security & Surveillance Technology Inc. CHN 31/12/10
-31,5% -28,5%
Mean Median
9,0% 8,9%
9,1% 8,3%
8,3% 8,1%
7,6% 8,2%
9,0% 8,1%
5,2% 5,7%
5,6% 6,0%
2,9% 5,2%
2,9% 4,4%
3,8% 5,0%
Exhibit 8 Security Services Company Valuation Trends ( in millions)

EV/Net Sales
Company Name Brink's Co (The) Central Security Patrols Co Ltd Command Security Corp. G4S plc Garda World Security Corp GlobalOptions Group Inc. IMPEL SA Loomis AB Mitie Group Niscayah Group AB Prosegur Protection One Secom Securitas AB Sohgo Security Services Co Turvatiimi Oyj 1,1x 0,6x 0,2x 0,9x 1,3x 0,5x 0,2x 1,1x 1,2x 0,6x 0,3x 0,8x 1,6x 0,7x 0,5x 0,7x 1,9x 0,8x 0,7x 0,9x 5,5x 8,2x 2,2x nm 6,0x 7,3x 3,1x nm 6,5x 7,9x 3,8x nm 7,3x 11,5x 5,7x nm 8,4x 16,6x 7,6x nm 8,0x 10,7x 6,1x nm 8,8x 9,5x 7,9x nm 13,8x 10,4x 10,7x nm 10,8x 22,6x 11,3x nm 12,5x 28,2x 13,4x nm 13,8x 13,8x 19,3x nm 18,7x 12,1x 23,9x nm 39,4x 9,6x 20,1x nm 18,4x 62,7x 18,5x nm 21,1x 45,6x 29,1x nm 0,9x 1,1x 0,3x 0,8x 0,7x 0,8x 0,7x 0,8x 0,2x 0,3x 0,6x 0,5x 0,9x 1,1x 2010 0,5x 0,2x 2009 0,4x 0,2x 2008 0,4x 0,2x 0,8x 0,4x 0,7x 0,6x 0,2x 0,1x 0,6x 0,4x 0,5x 0,8x 0,6x 1,4x 1,0x 0,6x 1,8x 1,1x 18,0x 7,6x 0,9x 0,9x 0,5x 0,3x 0,4x 2007 0,9x 0,2x 4,1x 0,4x 0,7x 1,2x 7,7x 12,6x nm 3,9x 5,4x 8,2x 125,1x nm 3,9x 4,8x 8,8x 9,2x 7,8x 2006 1,1x 0,4x 2010 5,2x 2,5x 4,5x
EV/EBITDA
2009 3,9x 2,5x 4,9x 2008 3,5x 2,1x 5,0x 12,2x 8,3x 34,2x nm 1,4x 4,5x 6,3x 9,0x 6,3x 9,4x 12,2x 8,5x 10,3x 15,3x 12,0x 39,1x 10,5x 9,7x 23,8x nm 6,0x 6,2x 2007 6,2x 3,0x 20,5x 29,3x 8,5x 19,7x 11,9x 44,0x nm 5,3x 9,8x 12,6x nm nm 5,1x 9,3x 11,1x 13,3x 10,4x 2006 8,6x 4,6x 2010 10,1x 5,4x 5,0x 2009 6,1x 5,5x 5,2x
EV/EBIT
2008 5,3x 3,8x 5,8x 15,1x 12,7x nm nm 1,7x 8,7x 7,7x nm 8,1x 11,3x 15,4x 11,1x 12,7x 19,1x 16,9x 42,1x 15,7x 14,7x 148,6x nm 9,9x 10,1x 2007 10,4x 6,1x 22,9x 36,2x 12,9x 27,0x 16,1x 10,0x nm 6,5x 14,2x 18,2x nm nm 9,9x 11,4x 14,1x 17,0x 14,1x 2006 15,6x 9,8x 2010 21,8x 17,6x 3,5x 2009 5,8x 17,0x 7,0x
PER
2008 6,7x 11,6x 6,7x 27,2x 19,1x nm nm 2,8x 8,4x 11,4x nm 11,4x 17,0x 19,9x 15,3x 19,4x 30,2x 26,5x 21,3x 29,4x nm 41,3x 20,2x 2007 21,1x 14,3x 26,3x 26,2x 24,9x 29,2x 2006 5,3x 18,5x
China Security & Surveillance Technology Inc. 0,8x 0,7x
Mean Median
0,7x 0,8x
0,6x 0,6x
0,5x 0,5x
1,0x 0,8x
0,9x 0,8x
6,9x 5,4x
15,1x 6,0x
7,9x 6,3x
10,3x 8,9x
12,3x 9,4x
13,8x 10,0x
8,7x 9,1x
8,6x 8,4x
24,6x 11,3x
17,9x 14,5x
16,2x 14,9x
14,1x 14,1x
14,5x 11,4x
25,5x 20,5x
24,7x 25,5x

The median EV/EBIT and EV/EBITDA for the comparable Security Services M&A transactions are 17.1x and 9.6x, respectively. Exhibit 9 Security Services Comparable M&A Transactions ( in millions except where mentioned in $)
Date Apr-11 Target Company Falck A/S (55.2% Stake) Target Description Bidder Company Country Revenue Deal value (m) 584 Sales Enterprise Value / EBIT EBITDA
Denmark based provider of rescue and safety services, Kirkbi A/S; PFA Pension Denmark including emergency ambulance, fire fighting, health Forsikringsaktieselskabs A/S; care, and survival training Lundbeckfond Invest A/S UK based provider of anti-counterfeiting technologies, products and services China based manufacturer and distributor of security and surveillance systems. US based security and technical consulting company Investcorp Technology Partners Rightmark Holdings Limited Bahrain USA
Apr-11
OpSec Security Group Plc (95.23% Stake) China Security & Surveillance Technology Inc (79.1% Stake) Security Consultants Group, Inc.
41
Apr-11
British Virgin Islands USA 75
482
Apr-11
Paragon Systems Inc.
15
0,2x
Apr-11
The Cotswold Group Limited
UK based company engaged in providing surveillance and fraud investigation services Argentinia based guarding security services provider
G4S Plc
UK
11
12
1,1x
12,1x
10,8x
Apr-11
Consultora Videco S.R.L.
Securitas AB
Sweden
29
29
1,0x
Apr-11
Seguricorp S A
Chile based security services providing company
Securitas AB
Sweden
34
16
0,5x
Mar-11
Rural/Metro Corporation
US based firm involved in fire protection services business providing services to residential and commercial property owners
Warburg Pincus LLC
USA
434
479
1,3x
12,6x
9,6x
Feb-11
Signature Security Group Pty Ltd.
Australia based provider of electronic security services, Tyco International Ltd including installation, monitoring, maintenance, sale and leasing of electronic security equipment Canada based company that provides secutirty services Garda Security Group
Switzerland
58
125
2,1x
Feb-11
Kolossal
Canada
49
0,1x
Jan-11
Chubb Security Personnel Ltd.
UK based company that provides professional security Securitas AB personnel to local, national, and multinational customers in industrial, corporate, distribution, and retail sectors in the UK. It offers permanent security
Sweden
139
38
0,3x
Dec-10
Munt Centrale Holland B.V.
Netherlands based provider of coin stock, cash management, financing and the servicing of coindispensing machines
G4S Plc
UK
Dec-10
Threshold Financial Technologies Inc. Canada based provider of payments solutions,in managed ATM and transaction processing services for financial institutions and retailers in Canada
The Brink's Company
USA
37
31
0,8x
Dec-10
LaserCard Corporation
US based secure identity solutions provider
Assa Abloy AB
Sweden
43
40
0,9x
8,2x
5,8x
Dec-10
Monitronics International, Inc.
US based home security systems company
Ascent Media Corporation
USA
217
910
4,2x
18,4x
6,1x
Dec-10
Xe Services LLC
US based provider of military and defense training services Bosnia and Herzegovina based company providing security services
USTC Holdings, LLC
USA
151
Dec-10
Alarm West Group d.o.o (85% Stake)
Securitas AB
Sweden
14
11
0,9x
Dec-10
The Linc Group LLC
US based company providing facilities management and ABM Industries Inc building systems services
USA
441
228
0,5x

Exhibit 9 Security Services Comparable M&A Transactions (Cont) ( in millions except where mentioned in $)
Date Target Company Target Description Bidder Company Country Revenue Deal value (m) Sales Enterprise Value / EBIT EBITDA
Nov-10
Cash 4 You
Poland based company engaged in providing ATM services operated by Diebold Poland Sp. z o.o. Australia based firm providing independent information security consulting and testing services
SIBS Forward Payment Solutions BAE Systems Plc
Portugal
22
Nov-10
Stratsec.net Pty Ltd
UK
18
Nov-10
Servicio Pan Americano de Proteccion, Mexico based security services company S.A. de C.V. (79% Stake) Security Professionals Inc; Security Management Inc A.S.P. Security Inc.
The Brinks Company
USA
285
44
0,2x
Nov-10
US based company providing investigation and security Securitas AB services; US based company providing security services Canada based provider of security services ICTS Europe Holding BV
Sweden
23
0,3x
Oct-10
Netherlands
Oct-10
Henry Bros. Electronics, Inc.
US based provider of technology-based electronic security solutions
Kratos Defense & Security Solutions, Inc.
USA
38
35
0,9x
161,5x
Sep-10
SpecTal, LLC; Advanced Concepts, Inc.; McClendon, LLC QinetiQ North America Security and Intelligence Solutions (S&IS) Reliance Security Group (UK security services operations) QinetiQ North America Security and Intelligence Solutions (S&IS)
BAE Systems, Inc. US based companies providing technical and professional services to the US intelligence and military communities US based security and intelligence solutions company operating across a range of government sites in the United States UK based security services operations US based security and intelligence solutions company operating across a range of government sites in the United States ManTech International Corporation Securitas AB ManTech International Corporation
USA
232
Sep-10
USA
41
44
1,1x
Sep-10 Sep-10
Sweden USA
232 41
50 44
0,2x 1,1x
Sep-10
SpecTal, LLC; Advanced Concepts, Inc.; McClendon, LLC VSG Group Limited
US based companies providing technical and BAE Systems, Inc. professional services to the US intelligence and military communities UK based security and support services company Compass Group Plc
USA
232
Aug-10
UK
136
99
0,7x
26,9x
17,9x
Jul-10
Zener Electronics Services
Unites Arab Emirates based electronics company Sicli Holding SAS engaged in the design, supply, installation and providing maintenance services for electronic products Singapore based provider of security services US based risk consulting company engaged in background screening, drug testing, and surveillance services, fraud investigations, security services and technology services UK based providerS of security services for the corporate sector UK based provider of total security solutions Securitas AB Altegrity Inc
France
19
Jul-10 Jun-10
Legend Group Holding International Pte Ltd Kroll Inc
Sweden USA
6 944
0,9x
Jun-10
Knightsbridge Guarding Limited; Perception UK LLP Legion Group plc Paragon
Rentokil Initial Plc
UK
Aug-10 Jun-10
OCS Group UK Limited
UK Sweden 107
15 26,8 0,3x
Paragon is specialized in providing high level, armed Securitas AB security officer services to various government agencies and facilities under the oversight of the U.S. Federal Protective Service and the U.S. Government Department of Defense. G4S Plc Instalarme is a Brazilian electronic software and hardware integration company, the market leader in the countrys banking sector and counts all of Brazils largest banks among its clients. The business, founded in 1975 and acquired by the Axxon Group in 2001, has around 13,600 alarm
Jun-10
Instalarme
UK
19
20,6
1,1x

Exhibit 9 Security Services Comparable M&A Transactions (Cont) ( in millions except where mentioned in $)
Date Jun-10 Target Company Bren security Target Description The Shri Lanka based company operates in guarding services, mainly for embassies, international non governmental organizations (NGOs), commercial sites and residential customers in the Colombo city area. US based manufacturer of security alarms US company providing security alarm monitoring services to residential and commercial subscribers US based provider of support to military and civilian government institutions, including aviation support, infrastructure development, security, and logistics Bidder Company Securitas AB Country Sweden Revenue 2 Deal value (m) 3,8 Sales 2,5x Enterprise Value / EBIT EBITDA
May-10 Apr-10
Brink's Home Security Holdings Inc Protection One Inc
Tyco International Ltd GTCR Golder Rauner LLC
Switzerland USA
417 256
1277 617
3,1x 2,4x
17,1x 22,0x
9,0x 9,8x
Apr-10
DynCorp International Inc.
Cerberus Capital Management USA LP
2 970
1238
0,4x
6,3x
Apr-10
Dan Kontrol
Dan Kontrol, with 25 employees, is the largest independent monitoring company in Denmark. Hungary based security services company India based security services company
Securitas AB
Sweden
2,6
Mar-10 Mar-10
Civil Biztonsagi Szolgalat Zrt SDB Cisco (India) Ltd (60.00% stake)
Prostasia Zrt ISS A/S
Hungary Denmark
30 31 24 1,3x
Mar-10
Zicom Electronic Security Systems Ltd India based electronic security systems integration (electronic security systems integration business business) GE Security Inc US based supplier of security and life safety technologies
Schneider Electric India Pvt Ltd United Technologies Corporation
India
30
36
1,2x
Mar-10
USA
1 486
1502
1,0x
Mar-10
Secredo
Seccredo is a leading Swedish consulting firm in the field of highly qualified risk, crises and security investigations and services
Securitas AB
Sweden
1,2
0,5x
Mar-10
Claw Protection Services, South Africa The South African company is specialized in guarding, mainly in the areas of Johannesburg and Pretoria GSG Gesellschaft fuer Sicherheit und Gebaeudemanagement mbH Germany based cleaning and security services providers to corporate customers
Securitas AB
Sweden
1,2
0,3x
Feb-10
ALBE Dienstleistungs GmbH
Germany
Jan-10
A&S Professional Security Services Inc US based provider of security services
Andrews International
USA
Jan-10
Adesta LLC and Adesta LP (formerly McCarthy Group)
Adesta is US-based and provides systems integration G4S Plc and project management services for integrated security systems and communication systems. The business has three areas of focus related to secure solutions for critical infrastructure seaports, other critical
UK
75
54
0,7x
Average Median
1,0x 0,9x
16,7x 17,1x
26,3x 9,6x
Section V: Contract Catering Companies

The Knowledge Centres contract catering comparable public company analysis involves 5 publicly traded contract catering companies (Exhibits 10 and 11). The median EBIT and EBITDA margins are 6.0% and 8.6%, respectively. The median EV/EBIT and EV/EBITDA are 11.7x and 8.1x, respectively. Exhibit 10 Contract Catering Comparable Company Profit Trends ( in millions)
EBITDA / Sales
Company Name Autogrill Finanziaria Catering International serv Compass Group Fuji Foods Inc Sodexo SA Country Last Year ITA FRA GBR JPN FRA 31/12/10 31/03/10 Sales (Last) 6 014 197 EBITDA (Last) 560 17 1 434 28 990 EBIT (Last) 255 15 1 150 7 785 Market Enterprise cap. Value (Current) (Current) 2 383 150 12 605 8 261 3 904 127 13 412 11 226 2010 9,3% 8,6% 8,5% 6,5% 2009 10,4% 10,5% 8,2% 5,7% 6,6% 2008 10,2% 11,8% 7,4% 5,3% 6,6% 2007 10,6% 14,1% 6,8% 5,8% 6,1% 2006 12,3% 14,0% 6,9% 5,9% 6,3% 2010 4,2% 7,8% 6,8% 5,1%
EBIT / Sales
2009 4,3% 8,1% 6,5% 1,5% 5,2% 2008 5,6% 9,3% 5,6% 1,9% 5,2% 2007 6,9% 11,9% 5,2% 2,5% 4,8% 2006 7,6% 11,8% 4,8% 2,8% 4,8%
30/09/10 16 803 483 31/08/10 15 256
Mean Median
8,2% 8,6%
8,3% 8,2%
8,3% 7,4%
8,7% 6,8%
9,1% 6,9%
6,0% 6,0%
5,1% 5,2%
5,5% 5,6%
6,2% 5,2%
6,4% 4,8%
Exhibit 11 Contract Catering Public Company Valuation Trends ( in millions)

EV/Net Sales
Company Name Autogrill Finanziaria Catering International serv Compass Group Fuji Foods Inc Sodexo SA 2010 0,7x 0,5x 0,7x 0,7x 2009 0,7x 0,6x 0,6x 0,3x 0,6x 2008 0,6x 0,5x 0,6x 0,2x 0,7x 2007 0,8x 0,7x 0,6x 0,2x 0,7x 2006 1,0x 0,6x 0,6x 0,3x 0,6x 2010 7,5x 5,5x 8,7x 10,0x
EV/EBITDA
2009 6,9x 5,3x 7,3x 4,4x 9,5x 2008 6,0x 4,0x 8,7x 3,3x 10,9x 2007 8,0x 5,1x 9,3x 3,0x 10,9x 2006 7,9x 4,0x 9,0x 4,4x 10,1x 2010 16,5x 6,1x 10,8x 12,6x 2009 16,6x 6,8x 9,3x 17,2x 12,2x
EV/EBIT
2008 10,8x 5,1x 11,5x 9,2x 14,0x 2007 12,3x 6,1x 12,3x 6,9x 13,9x 2006 12,8x 4,8x 13,0x 9,2x 13,2x 2010 26,0x 12,4x 14,8x 17,0x 2009 60,6x 16,1x 12,1x 15,6x 15,9x
PER
2008 11,1x 11,1x 14,3x 12,2x 19,4x 2007 18,7x 13,6x 11,1x 7,8x 21,7x 2006 23,2x 9,2x 19,8x 8,8x 20,1x
Mean Median
0,6x 0,7x
0,5x 0,6x
0,5x 0,6x
0,6x 0,7x
0,6x 0,6x
7,9x 8,1x
6,7x 6,9x
6,6x 6,0x
7,3x 8,0x
7,1x 7,9x
11,5x 11,7x
12,4x 12,2x
10,1x 10,8x
10,3x 12,3x
10,6x 12,8x
17,6x 15,9x
24,0x 15,9x
13,6x 12,2x
14,6x 13,6x
16,2x 19,8x

The median EV/EBIT and EV/EBITDA for the comparable contract catering M&A transactions are 11.7x and 7.0x, respectively. Exhibit 12 Contract Catering Comparable M&A Transactions ( in millions except where mentioned in $)
Deal value (m) 16 Enterprise Value / EBIT EBITDA
Date Apr-11
Target Company Comissaria Aerea Brasilia Ltda.; Comissaria Aerea Brasil Ltda
Target Description
Bidder Company
Country Brazil
Revenue
Sales
Brazil based catering company providing meals to Grupo RA Catering airlines at the Brasilia and Goiania airports ; Brazil based catering company providing meals to airlines at the Brasilia and Goiania airports
Jan-11
RistoChef S.p.A.
Italy based company engaged in providing restaurant and airline catering services
Edenred Italia Srl (Edenred France subsidiary)
Italy France
12
Jan-11
Menke Menue
Germany based company engaged in food service Compass Group Deutschland business operating in education and healthcare GmbH (Subsidiary of Compass UK) sectors Australia based company engaged in food Compass Group (Australia) Pty Ltd catering service, educational service and organising (Subsidiary of Compass UK) events UK based company providing food catering services Alpha Flight UK Limited
Germany UK
Nov-10
Life's A Party Group Ltd
Australia UK
17
Nov-10
Alpha-Airfayre Limited (49% Stake)
UK
1,1x
Nov-10 Oct-10 Apr-10
SkyGourmet Catering Private Limited (74% Stake) Alpha Flight UK Limited Gruppo Copra
India based airline catering services provider UK based provider of food catering services to the airline industry Italy based provider of catering services to businesses, schools, healthcare, self-service restaurants, buffets and banquets Spain based catering company
gategroup Holding AG Dnata Elior SCA
Switzerland United Arab Emirates France 188
57 183 13 1,0x 72,2x
Dec-09
Mediterranea de Catering SL
Alia Private Equity SCR SA Inversiones Ibersuizas SA Sodexo SA
Spain
74
70
0,9x
11,7x
9,5x
Apr-09
Radhakrishna Hospitality Services India based food service & hospitality solutions, Pvt Ltd integrated facilities management and vending solutions Vanyera3 SL G2M (50.00% stake) Spanish catering company Turkish catering company
France
70
99
1,4x
Oct-09 Dec-08 Oct-08
Union Castellana de Alimentacion SA Actera Group Citti Handelsges mbH & Co. KG
Spain Turkey Germany 96
5 24 80 0,5x
Horkram Schulz Food Service AS Denmark based catering company
Oct-08
ITP services, s.r.o.
Czech Republic based company engaged in managing food and beverage activities at Prague Airport
Airest Slovakia Gastronomy and Retail sro Airest Terminal & Catering Business Holding GmbH
Slovakia
Austria
Oct-08
Arjan van Dijk Groep (75.00% stake) Centerplate, Inc.
Netherland based event management services provider.
Jaarbeurs Catering Services
Netherlands
30
Sep-08
US based provider of food and related services, Kohlberg & Company LLC including concessions, catering and merchandise services in sports facilities, convention centers and other entertainment facilities
USA
503
150
0,3x
9,5x
4,1x

Exhibit 12 Contract Catering Comparable M&A Transactions (Cont) ( in millions except where mentioned in $)
Sep-08
Fast Food Servis
Czech Republic based provider of operator activities Airest Terminal & Catering in Food & Beverage at the airport in Prague Czech Business Holding GmbH Republic US based food service provider; US based local vending operation servicing central Indiana Treat America Food Services Inc
Austria
15
2,6x
19,6x
Aug-08
CAFE Group Capitol Vending
USA
Aug-08
7 Yedi Endustriyel Yemek
Turkey based catering company
Yemekci
Turkey
Jul-08
Qua.ser s.r.l.; Zilch Ristorazione s.r.l.
Italy based company engaged in catering services.; Gruppo Gemeaz Cusin Srl Italy based provider of canteen and refectory outsourcing services. Canada based provider of catering services in airlines Greece based inflight catering company LSG Lufthansa Service Europa Afrika GmbH Alkmini Catering
Italy
Jul-08
CLS Catering Services Limited (30.00% stake) Olympic Catering SA (55.70% stake) Lufthansa Airport ServiceGesellschaft
Germany
Jul-08
Greece
24
Jul-08
Germany based catering company which has its SSP Deutschland GmbH core competencies in food processing, logistics and service profitably on the ground
Germany
27
Jun-08 Jun-08
Sardunya AS Cerfal Lecocq SA SDM
Turkey based catering group France based companies providing food catering and event organisation related services.
ISS Turkey Holding SDPL Finorpa
Turkey France
Jun-08 Jun-08 Jun-08
Grupo Servicoin S.A. de C.V Yedi SCK DUS GmbH& Co KG Duesseldorf
Mexico based catering company Turkey based company engaged in catering business.
ISS A/S Bulutoglu Gida ve Lojistik Hizmetleri AS
Denmark Turkey Switzerland USA 13
Germany based joint venture, created by Air Berlin Gate Gourmet Switzerland GmbH and SCK Sky Catering Kitchen GmbH Bordverpflegung & Co Service KG Ulm
May-08
Topic Caterers
Australian based resources catering company
ISS A/S
Denmark
20
Apr-08
Polrest SA (formerly Gastropol Group Sp. z.o.o.) Aeromeal (majority stake)
Poland based catering company and restaurant operator. Russia based provider of airline catering services
ISS A/S
Denmark
10
Apr-08
LSG Lufthansa Service Europa Afrika GmbH Luigi Cremonini
Germany
Mar-08
Cremonini s.p.a.
Italian company operating in the food sector. The business interests include distribution, production and catering. UK based food services operator
Italy
2 482
138
0,4x
11,1x
7,0x
Mar-08
Catering Partnership Holdings Limited Accor (GR Brasil Servicos de Alimentacao) (50.00% stake)
Mitie Facilities Services Limited
UK
18
0,5x
Mar-08
Brasil based provider of catering services
Compass Group Plc
UK
383
119
0,6x

Exhibit 12 Contract Catering Comparable M&A Transactions (Cont) ( in millions except where mentioned in $)
Feb-08
The Oggenfuss Catering by Switzerland based restaurant operator and catering Kofler & Kompanie AG Wilfinger services GmbH (Majority service provider Stake) Redcoral Catering Limited (Insomnia) (51.00% stake) Patman Services Ireland based coffee shops chain and catering company Penninn H F
Germany
Jan-08
Iceland
16
Jan-08
Indian provider of facilities management, Aramark Corporation housekeeping, business dining, catering and other services
USA
Average Median
0,9x 0,8x
24,8x 11,7x
6,8x 7,0x
Section VI: Human Resources Services Companies

The Knowledge Centres Human Resources comparable public company analysis involves 29 publicly traded Human Resources Services companies (Exhibits 13 and 14). The median EBIT and EBITDA margins are 2.5% and 3.4%, respectively. The median EV/EBIT and EV/EBITDA are 14.0x and 10.4x, respectively. Exhibit 13 Human Resources Services Comparable Company Profit Trends ( in millions)
EBITDA / Sales
Company Name Adecco Sa Ambition Group Ltd. CPL Resources D.L.S.I. Demos Groupe CRIT SA Harvey Nash Group Hays PLC Hydrogen Group Plc Insperity Inc. InterQuest Group PLC Kelly Services Inc Korn Ferry International ManpowerGroup Matchtech Group Plc Michael Page Intl Monster Worldwide Inc OPD Group Plc Parity Poolia AB Prime People Randstad Robert Half Intl Robert Walters SThree Plc Synergie SA Towers Watson & Co TrueBlue Inc Work Group Plc Country Last Year CHE AUS IRL FRA FRA FRA GBR GBR GBR USA GBR USA USA USA GBR GBR USA GBR GBR SWE GBR NLD USA GBR GBR FRA USA USA GBR 31/12/10 31/12/10 31/12/10 28/11/10 31/12/10 31/03/10 31/12/10 31/07/10 30/06/10 31/12/10 31/12/10 31/12/10 31/12/10 02/01/11 31/12/10 Sales (Last) EBITDA (Last) 808 3 5 2 7 44 4 69 4 39 4 56 22 315 11 96 21 -1 -5 1 1 772 129 19 31 42 289 34 -1 EBIT (Last) 666 2 4 1 4 38 2 48 3 28 3 24 -2 -94 11 117 -30 -2 -6 -8 1 342 86 15 24 35 135 21 -1 12 57 8 5 812 2 841 248 569 327 3 279 426 5 5 6 713 2 622 220 510 300 2 971 312 3 3,9% 5,4% 5,4% 3,9% 5,6% 3,4% 19 -4,4% 1,1% Market Enterprise cap. Value (Current) (Current) 7 963 15 100 21 68 260 70 1 771 24 569 23 462 642 3 578 56 1 816 1 371 8 716 10 57 28 78 223 65 1 859 26 346 26 461 485 3 526 61 1 725 1 344 2,2% 3,5% 9,9% 3,0% 2,6% 3,0% 3,2% 1,5% 3,4% 2010 4,3% 3,8% 2009 2,6% 0,7% 2,6% 1,7% 7,2% 1,8% 0,8% 2,1% 1,2% 2,6% 3,2% -1,2% 4,9% 1,2% 4,6% 4,4% 6,6% -2,5% 1,4% 2,9% 4,6% -2,8% 4,3% 1,8% 2,7% 2,0% 14,8% 2,8% -2,6% 2008 5,2% 0,9% 0,5% 4,0% 12,0% 3,5% 2,7% 6,9% 4,7% 4,7% 5,2% 1,0% 8,5% 3,6% 5,6% 15,5% 17,2% 7,1% 2,4% 7,8% 4,6% 0,2% 10,6% 6,4% 9,2% 3,8% 16,9% 5,8% 2,6% 2007 5,7% 8,1% 8,0% 4,6% 11,1% 4,9% 2,9% 11,3% 8,9% 5,0% 5,3% 2,2% 12,2% 4,5% 5,5% 18,9% 19,4% 10,8% 2,6% 5,8% 11,0% 6,6% 11,8% 8,8% 10,5% 4,0% 17,0% 7,6% 9,1% 2006 4,6% 9,8% 9,6% 3,1% 10,4% 3,8% 3,0% 10,6% 8,7% 5,6% 5,4% 2,2% 13,3% 3,5% 5,6% 16,0% 24,1% 11,8% 0,8% 6,5% 10,9% 6,0% 12,7% 7,7% 5,4% 3,7% 15,9% 8,5% 8,3% 2,5% 2,4% 3,6% 3,1% 4,3% 2,8% -5,1% -6,7% -0,7% 3,3% 12,0% -4,3% 2,1% 2,2% 2,1% 0,7% 2,9% 2010 3,6% 2,9%
EBIT / Sales
2009 0,4% -8,3% 2,1% 1,2% 3,7% 1,2% 0,4% 1,5% -7,2% 1,6% 2,0% -3,4% -0,5% 0,3% 4,3% 2,8% -1,5% -3,7% 1,0% 2,2% 3,2% -6,1% 2,2% 0,5% 1,3% 1,7% 6,9% 1,2% -3,6% 2008 3,8% -18,7% 0,1% 3,8% 8,8% 3,1% 2,5% 6,5% 2,3% 3,8% 4,1% -1,3% -1,8% 2,4% 5,3% 14,4% 12,9% 0,7% 2,1% 7,3% 3,5% -0,2% 9,0% 5,5% 8,3% 3,6% 12,5% 0,2% 1,7% 2007 5,0% 7,3% 7,7% 4,3% 9,4% 4,4% 2,7% 10,6% 7,1% 3,9% 4,2% 1,4% 11,0% 4,0% 5,3% 18,0% 15,9% 8,5% 2,3% 5,2% 10,4% 5,9% 10,3% 8,2% 9,8% 5,4% 12,9% 6,8% 7,5% 2006 4,0% 9,1% 9,5% 3,3% 8,8% 3,4% 2,7% 10,2% 7,0% 4,4% 4,2% 1,4% 11,9% 3,0% 5,3% 15,0% 20,8% 10,8% 0,5% 6,1% 10,3% 5,2% 11,2% 7,1% 4,9% 3,4% 12,1% 7,7% 5,9%
31/12/10 18 656 31/12/10 31/03/10 75 190 117 96 1 311 434 3 322 144 1 298 131 3 698 453 31/12/10 14 236 317 972 690 55 109 115 16 31/12/10 14 179 2 396 495 558 1 233 1 956 867 25
Mean Median
3,4% 3,4%
2,6% 2,6%
6,2% 5,2%
8,4% 8,0%
8,2% 7,7%
1,8% 2,5%
0,3% 1,2%
3,7% 3,6%
7,4% 7,1%
7,2% 6,1%

Exhibit 14 Human Resources Services Public Company Valuation Trends ( in millions)
EV/Net Sales
Company Name Adecco Sa Ambition Group Ltd. CPL Resources D.L.S.I. Demos Groupe CRIT SA Harvey Nash Group Hays PLC Hydrogen Group Plc Insperity Inc. InterQuest Group PLC Kelly Services Inc Korn Ferry International ManpowerGroup Matchtech Group Plc Michael Page Intl Monster Worldwide Inc OPD Group Plc Parity Poolia AB Prime People Randstad Robert Half Intl Robert Walters SThree Plc Synergie SA Towers Watson & Co TrueBlue Inc Work Group Plc 0,5x 0,5x 1,3x 0,6x 0,6x 0,2x 0,1x 0,3x 0,2x 2,0x 3,1x 0,3x 0,3x 0,2x 0,1x 0,1x 2010 0,5x 0,1x 2009 0,5x 0,2x 0,3x 0,2x 0,7x 0,2x 0,1x 0,5x 0,2x 0,2x 0,2x 0,1x 0,9x 0,3x 0,1x 1,5x 2,0x 0,4x 0,1x 0,4x 0,2x 0,6x 1,2x 0,5x 0,5x 0,3x 1,0x 0,5x 0,0x 2008 0,2x nm 0,0x 0,2x 0,7x 0,1x 0,0x 0,5x 0,1x 0,1x 0,2x 0,1x 0,3x 0,1x 0,2x 0,6x 0,9x 0,0x 0,1x 0,2x nm 0,3x 0,6x 0,2x 0,2x 0,1x 0,8x 0,2x 0,0x 2007 0,4x 0,5x 0,1x 0,3x 1,5x 0,3x 0,1x 0,5x 0,6x 0,3x 0,4x 0,1x 0,6x 0,2x 0,6x 1,1x 2,5x 0,3x 0,2x 0,4x 0,3x 0,4x 0,9x 0,3x 0,5x 0,3x 1,2x 0,4x 0,4x 0,2x 0,9x 0,8x 0,7x 1,4x 1,0x 1,3x 0,3x 1,3x 0,5x 0,6x 14,1x 9,9x 24,4x 15,2x 10,8x 6,0x nm 2,3x 4,9x 0,2x 1,1x 0,4x 12,1x 5,8x 20,8x 101,7x 0,7x 0,4x 0,2x 1,2x 10,4x 8,6x 6,5x 9,2x 4,3x 2006 0,5x 0,5x 1,2x 0,3x 2010 11,6x 3,9x
EV/EBITDA
2009 17,9x 28,0x 10,3x 12,1x 9,8x 9,2x 6,3x 24,2x 19,7x 7,7x 5,6x nm 17,7x 20,2x 2,5x 34,6x 30,9x nm 8,4x 15,1x 3,5x nm 27,6x 27,5x 18,5x 12,8x 6,9x 18,4x nm 2008 4,6x nm 7,7x 3,8x 5,8x 2,7x 1,6x 7,0x 3,0x 3,2x 3,1x 7,7x 3,7x 3,5x 4,4x 4,0x 5,5x 0,6x 2,1x 2,1x nm 125,7x 5,7x 2,6x 2,3x 2,9x 4,9x 3,6x 1,4x 2007 6,4x 6,7x 1,7x 6,8x 13,6x 5,7x 3,1x 4,6x 6,2x 6,5x 7,7x 5,6x 4,9x 5,3x 10,0x 5,9x 13,1x 2,5x 6,6x 6,9x 3,0x 5,4x 7,2x 3,6x 4,8x 8,5x 7,3x 5,5x 4,9x 26,6x 14,4x 7,1x 11,9x 11,3x 12,8x 24,6x 9,1x 8,4x 6,4x 6,9x 22,3x 22,3x 36,3x 19,2x 14,2x 7,3x nm 14,6x 20,1x 8,2x 8,6x 10,5x nm 6,1x 17,0x nm 11,8x 9,5x 7,0x 11,4x 12,7x 12,0x 9,7x 21,0x 5,1x 2006 10,9x 4,8x 12,6x 10,6x 2010 14,0x 5,2x 2009
EV/EBIT
2008 6,4x 0,0x 53,0x 4,1x 7,8x 3,1x 1,8x 7,5x 6,1x 3,9x 4,0x nm nm 5,4x 4,6x 4,3x 7,3x 6,1x 2,4x 2,3x nm nm 6,7x 3,0x 2,6x 3,1x 6,6x 109,9x 2,1x 2007 7,2x 7,5x 1,8x 7,3x 16,1x 6,2x 3,3x 4,9x 7,8x 8,3x 9,6x 8,5x 5,4x 6,0x 10,4x 6,2x 16,0x 3,2x 7,5x 7,6x 3,2x 6,1x 8,3x 3,9x 5,1x 6,3x 9,6x 6,2x 5,9x 47,1x 15,4x 7,5x 13,8x 12,9x 13,9x 27,4x 9,9x 11,1x 7,0x 9,7x 40,0x 23,9x 67,7x 32,3x 23,9x 18,4x nm nm 15,5x 23,4x 12,5x 9,6x 12,5x nm 8,1x 38,0x nm 14,8x 10,8x 7,9x 11,8x 17,6x 34,1x 10,9x 26,4x 16,3x 2006 12,4x 5,2x 12,9x 10,1x 2010 20,3x 10,8x 2009 834,6x nm 21,0x 24,8x 99,8x 27,3x 30,7x 136,5x nm 36,5x 10,9x nm 140,7x nm 3,7x 98,6x 110,0x nm nm 35,5x 13,7x nm 106,6x 680,5x 63,4x 31,8x 23,9x 74,6x nm
PER
2008 8,5x nm 78,0x 4,0x 15,4x 4,1x 3,4x 11,2x 12,9x 11,9x 4,2x nm nm 12,1x 6,7x 7,1x 11,5x nm nm 4,3x 3,2x 216,4x 12,6x 6,4x 4,3x 6,1x 10,9x nm 6,9x 2007 9,2x 11,4x 4,0x 8,7x 35,1x 8,6x 6,1x 6,6x 12,7x 15,9x 10,8x 11,1x 13,1x 9,4x 14,4x 9,3x 27,4x 6,9x 51,6x 9,9x 4,8x 8,3x 14,4x 6,7x 8,0x 10,1x 14,8x 9,8x 9,1x 34,9x 22,4x 10,9x 16,9x 22,0x 19,7x 44,1x 15,5x 18,4x 12,1x 13,2x 23,0x 161,5x 16,6x 19,9x 16,0x 25,4x 14,3x 12,4x 14,9x 2006 15,7x 9,2x 16,0x 13,1x
106,1x nm 13,1x 17,4x 19,1x 13,4x 12,1x 34,4x nm 12,4x 9,0x nm nm 96,7x 2,6x 53,9x nm nm 11,8x 19,9x 4,9x nm 55,3x 92,6x 39,7x 15,0x 14,9x 44,9x nm
Mean Median
0,6x 0,3x
0,5x 0,3x
0,3x 0,2x
0,5x 0,4x
1,0x 0,7x
16,2x 10,4x
15,8x 15,1x
8,3x 3,6x
6,2x 5,9x
11,7x 10,7x
15,0x 14,0x
32,8x 17,4x
10,6x 4,3x
7,1x 6,3x
14,0x 12,4x
25,9x 23,9x
124,1x 36,5x
20,1x 7,1x
12,7x 9,8x
24,5x 16,3x

The median EV/EBIT and EV/EBITDA for the comparable Human Resources Services M&A transactions are 11.4x and 9.8x, respectively. Exhibit 15 Human Resources Services Comparable M&A Transactions ( in millions except where mentioned in $)
Deal value Date Apr-11 Target Company ZeroChaos Inc Target Description US based provider of contingent workforce compliance and management services UK based company engaged in providing business & management consultancy services, human resource and communications UK based supplier of management system certification, technical and inspection services, technical staffing, and consulting & training Belgium based provider of specialized staffing in the area of clinical research Norway based company Providing Educational training Bidder Company Snow Phipps Group, LLC Country USA Revenue (m) 137 Sales Enterprise Value / EBIT EBITDA
Apr-11
Mar-11
Tribal Helm Corporation Limited; Tribal HCH Limited; SDP Regeneration Services 2 Limited ; Moody International Ltd
Capita Business Services Ltd
United Kingdom United Kingdom Belgium,United Kingdom,Irelan d Sweden
83
17
0,2x
Intertek Group Plc (formerly known as Intertek Testing Services Plc) On Assignment, Inc
356
523
1,5x
13,5x
Feb-11
Valesta NV
13
Feb-11
Sonans Privatgymnas AS
Procuritas Capital Investors IV LP Allegis Group, Inc.
22
Jan-11
Aston Carter Limited
UK based staffing agency
USA
112
64
0,6x
11,0x
10,7x
Jan-11
Nederlandse Interim Groep
Netherlands based recruitment firm
DPA Group N.V.
Netherlands
28
Jan-11
SHL Group Limited
Dec-10
Xe Services LLC
UK based recruitment and staffing services company, providing assessment and development solutions to clients and strategic people US based provider of military and defense training services
SHLPreVisor Inc.
USA
170
USTC Holdings, LLC
USA
151
Nov-10
Pulse Staffing Limited (Majority Stake) UK based provider of health and social care staffing services
Blackstone Group L.P.
USA
186
88
0,4x
6,8x
6,5x
Nov-10
Magna Infotech Pvt. Ltd.
India based company that provides IT staffing services
Ikya Human Capital Solutions Private Limited
India
14
16
1,1x
Nov-10
COMFORCE Corporation
US staffing, consulting, and outsourcing company that ABRY Partners LLC provides clients with temporary employees for high-skills jobs in the information technology, telecommunications, and health care industries UK based recruitment and management consulting firm Baird Capital Partners Europe Limited Randstad Holding NV
USA
392
110
0,3x
Nov-10
Nigel Wright Consultancy Limited
United Kingdom Netherlands
17
2,2x
21,6x
19,5x
Oct-10
Ma Foi Management Consultants Ltd. India based international HR service provider (Undisclosed Stake) US based company that offers temporary and permanent employment staffing services
27/08/2010 Insurance Overload Services, Inc.
Corporate Resource Services Inc USA
Sep-10
INPUT, Inc.
US based provider of market intelligence, analysis, consulting, Deltek, Inc. and events and training services Australia based company providing removal, packaging, storage, and relocation solutions US based provider of SaaS learning management solutions US based company that offers temporary and permanent employment staffing services Santa Fe Holdings Ltd
USA
19
44
2,3x
Sep-10
Wridgways Australia Limited
Hong Kong
78
59
0,7x
9,9x
8,6x
Sep-10 Sep-10
Learn.com, Inc. Insurance Overload Services, Inc.
Taleo Corporation
USA
99 5
Corporate Resource Services Inc USA

Exhibit 15 Human Resources Services Comparable M&A Transactions (Cont) ( in millions except where mentioned in $)
Aug-10 Aug-10
FujiStaff Holdings Inc (79.5% Stake) Rigzone.com, Inc.
Japan based provider of personnel placement and planned Randstad Holding NV recruitment services U.S. based online company specializing in career services for Dice Holdings, Inc. professionals in the oil and gas industry, as well as in content, data, and advertising related to the oil and gas industry Mexico based operator of online employment services SEEK Limited
Netherlands USA
473 7
162 43
0,4x 6,5x
13,3x
11,1x 9,8x
Aug-10
Online Career Center Mexico Inc (40% Stake) Medfinders Inc
Australia
31
Jul-10
US based provider of nurse staffing services to hospitals and other healthcare facilities US based compliance and business ethics consultant and training services provider UK based provider of search services for executive to middle managers in the life sciences industry
AMN Healthcare Services Inc
USA
169
Jul-10
Integrity Interactive Corporation
SAI Global Limited
Australia
132
Jul-10
Sharpstream Life Sciences Limited
On Assignment, Inc.
USA
1,1x
Jul-10
Vaughan Systems (55% Stake)
Spain based on-site and multimedia English language training AC Capital Premier II company Optimark is one of the leading French operators in the field of OC Financial Inc commercial presentations, external sales forces, and training.
Spain
20
14
1,3x
Jul-10
Optimark SA (56.46% Stake)
USA
20
0,8x
11,7x
Jul-10
Medical Staffing Network Inc
US based healthcare staffing company and provider of per diem nurse staffing services Japan based recruitment and consulting company
MSN AcquisitionCo, LLC
USA
237
67
0,3x
6,0x
Jun-10 Jun-10
Intelligence Ltd
Kohlberg Kravis Roberts & Co
USA
452
288 132
0,6x
27,9x
Independent Clinical Services Limited UK based provider of temporary nursing staff on a short term, Blackstone Group Holdings LLC USA last minute and emergency basis
Jun-10
Wynnwith Group Ltd
UK based technical engineering personnel and project design Morson Wynnwith Limited solutions provider US based provider of vocational school job training and related JLL Partners services UK based company providing vocational training, Pearson Plc apprenticeships and TtG Plus programs to the information and communications technology industries Netherlands based company that provides energy jobs for engineers and professionals in the energy sector US based provider of recruiting, consulting and staffing services for physician, pharmaceutical and IT jobs Dice Holdings Inc
United Kingdom USA
79
0,1x
Jun-10
Ross Education LLC (58% Stake)
195
May-10
Melorio Plc
UK
66
121
1,8x
7,9x
6,5x
May-10
WorldwideWorker.com
USA
Apr-10
The Cambridge Group Ltd
On Assignment Inc
USA
0,5x
Apr-10
COMSYS IT Partners Inc
Manpower Inc US based company specialized IT staffing and project implementation services, including Website development and integration, application programming and development, client/server development, systems software architecture and design, systems engineering and systems integration US based national health care staffing company Medical Connections Holdings Inc
USA
450
296
0,7x
29,8x
16,2x
Mar-10
Trustaff Inc
USA
20
Feb-10
Brainhunter Inc (formerly TrekLogic Technologies Inc)
Canada based recruiting and staffing firm. It manages postZylog Systems Limited hire activities, including contract management, billing, internal and external payment processing, payroll administration and financial reporting UK based company engaged in the design, production, marketing, and sale of human resources software. The company also provides consulting services, online HR services, and HR outsourcing and training services ADP Network Services Ltd
India
35
34
1,0x
Feb-10
OneClickHR Plc
UK
16
2,6x
52,0x
21,2x

Exhibit 15 Human Resources Services Comparable M&A Transactions (Cont) ( in millions except where mentioned in $)
Deal value Date Feb-10 Target Company Hotjobs.com Inc Target Description Bidder Company Country USA Revenue (m) 162 Sales Enterprise Value / EBIT EBITDA US based online recruitment solutions and software company Monster Worldwide Inc of Yahoo! Inc US based recruiting and staffing company SFN Group (formerly Spherion Corporation) Adecco SA
Feb-10
Tatum LLC
USA
84
33
0,4x
Jan-10
MPS Group Incorporated
US provider of staffing and consulting services, as well as solutions in the areas of information technology, finance, accounting, law, engineering and healthcare.
Switzerland
1 591
772
0,5x
9,3x
7,9x
Jan-10
HighCare Detachering BV (Significant Netherland based staffing agency of medical professionals Stake) Towers Perrin Forster & Crosby Inc US based provider of human resource and administration consulting services, reinsurance intermediary, and actuarial and management consulting MBO of Netherlands based interim and financial consultancy firm of Altran Technologies SA
High Care Holding BV
Netherlands
Jan-10
Watson Wyatt Worldwide, Inc
USA
1245
Jan-10
Fagro Consultancy BV
Fagro Consultancy BV (MBO Vehicle)
Netherlands
19
12
0,6x
3,0x
3,0x
Average Median
1,1x 0,7x
17,0x 11,4x
10,8x 9,8x
Section VII: Waste Management Services Companies

The Knowledge Centres Waste Management comparable public company analysis involves 35 publicly traded Waste Management & Recycling companies (Exhibits 16 and & 17). The median EBIT and EBITDA margins for the Waste Management industry are 8.8% and 17.7%, respectively. The median EV/EBIT and EV/EBITDA for the Waste Management industry are 15.1x and 7.9x, respectively. The median EBIT and EBITDA margins for the Recycling industry are 4.6% and 7.8%, respectively. The median EV/EBIT and EV/EBITDA for the Recycling industry are 9.9x and 7.2x, respectively. Exhibit 16 Waste Management & Recycling Comparable Company Profit Trends ( in millions)
Waste Management
Company Name Augean plc Biancamano SpA Casella Waste Systems Clean Harbors Inc Covanta Holding Corp. EnergySolutions Inc. Fomento Const y Contr(Fcc Heritage-Crystal Clean Inc. INTERSEROH SE Lassila And Tikanoja Newalta Corp. Progressive Waste Solutions Ltd Promotora Ambiental S.A. Republic Services Inc Seche Environnement Shanks Group Stericycle Transpacific Industries Group US Ecology Inc. Veolia Environnement SA Waste Connections Inc Waste Management Inc WCA Waste Corp. Country Last Year GBR ITA USA USA USA USA ESP USA DEU FIN CAN CAN MEX USA FRA GBR USA AUS USA FRA USA USA USA 31/12/10 31/12/10 31/12/10 31/12/10 31/12/10 31/03/10 31/12/10 31/03/10 31/12/10 31/12/10 31/12/10 31/12/10 Sales (Last) 40 265 395 1 306 1 194 1 322 168 01/01/11 31/12/10 31/12/10 31/12/10 31/12/10 30/06/10 84 1 940 598 435 74 1 079 140 6 117 402 766 1 086 1 438 79 996 9 443 173 31/12/10 34 787 31/12/10 13 869 EBITDA (Last) 6 28 89 232 260 101 1 435 27 8 85 84 82 8 297 27 1 809 101 101 319 2 285 311 22 3 456 319 2 482 40 EBIT (Last) 1 13 32 160 76 33 850 13 4 61 40 40 5 141 9 1 044 68 40 278 1 224 193 16 1 940 200 1 585 17 Market Enterprise cap. Value (Current) (Current) 32 61 116 1 857 1 710 331 2 412 78 177 508 511 449 53 2 131 78 8 543 556 542 5 511 7 496 720 210 11 111 2 534 12 914 93 36 181 514 1 838 3 215 803 11 423 133 161 598 624 653 60 3 004 141 13 207 752 926 6 239 16 695 2 079 250 29 369 3 178 19 009 256 28,4% 9,9% 32,1% 26,3% 23,2% 29,4% 16,5% 29,6% 25,2% 9,2% 4,4% 14,0% 19,0% 11,1% 27,6% 17,7% 21,8% 7,6% 11,8% 2010 15,5% 10,6%
EBITDA / Sales
2009 19,5% 10,4% 22,5% 13,7% 25,7% 9,0% 11,5% 16,3% 7,7% 3,1% 15,6% 16,5% 14,1% 28,3% 19,1% 28,4% 26,1% 13,2% 30,2% 13,9% 21,6% 24,3% 9,9% 30,3% 25,9% 26,0% 2008 26,4% 11,9% 19,5% 14,8% 30,6% 9,2% 12,3% 15,0% 5,4% 2,6% 13,7% 21,1% 8,9% 27,5% 16,8% 19,8% 26,7% 16,3% 28,2% 14,4% 24,4% 25,9% 9,4% 29,6% 25,9% 25,7% 2007 32,1% 13,9% 20,4% 13,0% 34,7% 10,5% 14,6% 16,8% 9,3% 4,6% 14,8% 19,4% 10,6% 30,0% 7,8% 26,9% 27,1% 16,8% 27,4% 15,2% 29,3% 24,8% 11,6% 30,6% 26,1% 27,4% 2006 34,5% 13,7% 20,5% 13,2% 38,8% 27,8% 14,3% 19,0% 10,9% 4,6% 17,3% 27,0% 12,6% 30,6% 14,7% 26,7% 26,0% 15,4% 29,0% 15,8% 28,2% 28,4% 11,6% 30,0% 24,9% 28,6% 19,7% 5,6% 20,1% 16,8% 9,9% 25,6% 8,8% 17,1% 16,9% 5,0% 3,1% 6,7% 9,2% 6,4% 13,1% 12,3% 6,4% 2,5% 7,0% 2010 2,8% 4,9%
EBIT / Sales
2009 -169,7% 3,9% 8,0% 7,2% 11,1% 6,0% 5,8% 7,8% 3,2% 1,2% 8,7% 5,8% 9,4% 12,7% 6,3% 17,8% 17,3% 5,2% 26,5% 6,4% 13,4% 17,6% 5,3% 18,7% 16,0% 11,3% 2008 12,9% 5,9% -3,6% 9,9% 18,6% 6,6% 6,8% 3,9% 2,1% 1,5% 7,0% 12,5% 2,9% 11,5% 8,7% 7,7% 16,8% 9,2% 25,0% 8,0% 8,2% 19,8% 5,3% 20,2% 16,7% -11,0% 2007 2006
-86,3% -24,3% 7,6% 6,8% 9,0% 18,7% 6,6% 9,3% 7,0% 9,4% 3,6% 8,8% 10,7% 3,1% 11,6% 7,9% 17,3% 14,2% 9,8% 24,3% 8,4% 23,6% 18,7% 7,3% 21,6% 16,7% 12,2% 7,6% 2,5% 7,9% 23,4% 21,1% 9,2% 9,5% 7,7% 3,6% 10,9% 19,2% 7,0% 11,4% 4,5% 17,1% 16,2% 9,2% 25,3% 8,8% 22,6% 21,4% 7,3% 20,3% 14,9% 14,0%
31/12/10 12 114
GPE Groupe Pizzorno Environnement FRA
Perma Fix Environmental Services USA
Suez Environnement Company SA FRA
Mean Median
18,6% 17,7%
18,6% 17,8%
18,5% 18,2%
19,8% 18,1%
21,7% 22,7%
10,5% 8,8%
3,2% 7,9%
9,0% 8,1%
8,0% 9,4%
11,5% 10,2%

Recycling
Company Name Aurea SA Commercial Metals Daiseki Co Derichebourg Groupe Dupuy Industrial Services of America INTERSEROH SE Metalico, Inc. Sims Metal Management Ltd. Country Last Year FRA USA JPN FRA FRA USA DEU USA AUS 30/06/10 31/12/10 31/03/10 31/12/10 31/08/10 28/02/11 30/09/10 Sales (Last) 118 4 964 280 3 120 70 259 1 940 417 5 230 EBITDA (Last) 14 31 64 244 1 13 85 39 256 EBIT (Last) 8 -102 47 144 -2 10 61 25 155 51 508 189 2 679 81 598 275 2 668 5,1% 4,4% 9,2% Market Enterprise cap. Value (Current) (Current) 107 1 202 605 1 074 104 1 796 482 1 913 2010 11,7% 0,6% 23,0% 7,8%
EBITDA / Sales
2009 11,0% 3,9% 23,9% 4,3% 1,5% 7,0% 3,1% 8,2% 4,9% 2008 20,4% 5,1% 26,1% 6,8% -1,8% 5,9% 2,6% 3,6% 3,0% 2007 27,3% 8,2% 28,8% 5,2% 4,8% 8,0% 4,6% 10,3% 10,2% 8,5% 4,6% 11,6% 8,4% 4,0% 3,1% 6,1% 2006 31,3% 8,9% 26,1% 2,4% 2010 6,5% -2,0% 16,8% 4,6%
EBIT / Sales
2009 11,2% 1,6% 16,1% -0,1% -2,4% 5,4% 1,2% 5,5% 3,0% 2008 15,5% 3,8% 20,0% 4,3% -4,8% 2,8% 1,5% -5,0% -1,2% 2007 22,1% 6,9% 23,2% 2,8% 3,9% 5,4% 3,6% 8,9% 9,0% 5,7% 3,6% 9,6% 7,3% 2006 25,0% 7,7% 21,0% 0,6%
Mean Median
8,8% 7,8%
7,5% 4,9%
8,0% 5,1%
11,9% 8,2%
12,7% 8,7%
5,6% 4,6%
4,6% 3,0%
4,1% 2,8%
9,5% 6,9%
10,1% 7,5%

Exhibit 17 Waste Management Public Company Valuation Trends ( in millions)
Waste Management
Company Name Augean plc Biancamano SpA Casella Waste Systems Clean Harbors Inc Covanta Holding Corp. EnergySolutions Inc. Fomento Const y Contr(Fcc Heritage-Crystal Clean Inc. INTERSEROH SE Lassila And Tikanoja Newalta Corp. Progressive Waste Solutions Ltd Promotora Ambiental S.A. Republic Services Inc Seche Environnement Shanks Group Stericycle Transpacific Industries Group US Ecology Inc. Veolia Environnement SA Waste Connections Inc Waste Management Inc WCA Waste Corp. 3,6x 0,8x 3,1x 2,1x 1,5x 5,5x Suez Environnement Company SA 1,2x 2,3x 1,7x 0,9x 1,1x 0,3x 1,1x 1,5x 2,9x 0,9x 0,7x 1,1x 0,5x 1,3x 1,4x 1,4x 2,2x 1,2x 2,2x 2,1x 1,1x 4,8x 1,2x 1,4x 2,1x 0,8x 2,9x 2,1x 1,6x GPE Groupe Pizzorno Environnement 1,3x 3,0x 2010 0,9x 0,6x
EV/Net Sales
2009 1,4x 1,4x 1,3x 1,5x 3,0x 2008 1,6x 1,0x 1,1x 1,3x 3,1x 0,6x 0,8x 0,7x 1,1x 0,2x 0,9x 1,1x 1,1x 1,7x 1,0x 4,6x 1,7x 0,8x 4,8x 1,0x 1,5x 2,0x 0,8x 2,9x 1,8x 1,2x 2,5x 1,4x 3,0x 1,9x 1,7x 2,8x 1,4x 3,1x 2,1x 1,7x 12,5x 8,4x 9,6x 8,0x 6,3x 0,3x 1,7x 2,1x 2,8x 2,8x 1,7x 2,3x 3,8x 1,7x 6,2x 0,3x 2,1x 2,7x 1,4x 2,9x 1,3x 2,2x 3,2x 1,8x 4,8x 18,8x 7,3x 7,8x 6,9x 2007 3,3x 1,4x 1,4x 1,1x 4,4x 2,7x 1,2x 0,9x 1,8x 1,5x 11,8x 6,2x 8,1x 7,9x 9,4x 10,6x 7,9x 1,3x 1,2x 7,1x 13,7x 2006 3,8x 2010 5,7x 5,8x
EV/EBITDA
2009 7,2x 13,4x 6,0x 11,1x 11,7x 8,2x 4,5x 14,6x 15,3x 8,1x 8,6x 9,8x 7,7x 6,2x 7,6x 8,0x 8,2x 15,9x 8,6x 6,3x 8,6x 8,6x 9,7x 8,0x 6,1x 2008 6,2x 8,0x 5,5x 8,6x 10,1x 6,2x 6,5x 4,5x 21,1x 9,5x 6,6x 5,1x 12,6x 6,2x 5,7x 23,4x 6,4x 4,9x 17,1x 6,9x 6,1x 7,7x 8,7x 10,0x 7,0x 4,5x 10,1x 12,3x 9,7x 7,1x 6,3x 9,9x 12,1x 10,3x 8,3x 6,1x 18,1x 14,9x 15,3x 12,5x 14,7x 6,6x 11,7x 11,1x 26,3x 9,4x 21,6x 8,6x 13,9x 9,9x 22,7x 5,7x 12,0x 10,1x 11,4x 9,6x 8,6x 8,3x 12,2x 11,4x 16,5x 21,5x 13,7x 13,4x 10,3x 2007 10,2x 10,0x 7,0x 8,7x 12,6x 25,7x 8,3x 5,1x 12,3x 8,1x 21,5x 8,7x 17,1x 16,1x 16,5x 22,4x 13,2x 16,3x 9,3x 35,5x 39,2x 14,6x 24,5x 14,7x 17,2x 18,8x 12,1x 12,0x 20,6x 18,1x 18,7x 10,1x 11,8x 15,9x 15,7x 13,0x 13,9x 6,3x 9,2x 10,3x 46,9x 2006 10,9x 2010 31,8x 12,7x 2009 nm 35,4x 16,7x 21,0x 27,2x
EV/EBIT
2008 12,8x 16,2x nm 12,9x 16,6x 8,6x 11,8x 17,5x 55,7x 16,1x 13,0x 8,6x 39,4x 14,7x 10,9x 59,9x 10,1x 8,7x 19,3x 12,5x 17,9x 10,0x 15,5x 14,6x 10,9x nm 13,3x 19,4x 13,7x 11,1x 14,1x 13,0x 19,3x 15,2x 13,8x 12,4x 25,1x 18,2x 23,2x 18,4x nm 8,5x 19,9x 20,0x 88,4x 24,2x 21,3x 13,4x 26,5x 17,1x 25,6x 7,5x 19,0x 14,3x 20,8x 25,7x 28,2x 13,0x 19,6x 19,0x 19,0x 33,2x 13,3x 23,6x 18,5x 2007 nm 18,2x 21,2x 12,6x 23,4x 41,1x 13,0x 12,3x 19,0x 16,2x 43,7x 13,6x 21,8x 31,9x 35,4x 35,8x 7,5x 11,3x 15,6x 62,5x 546,1x 18,7x 125,5x 13,2x 24,7x 48,1x 21,8x 20,7x 10,7x 26,6x 19,6x 16,2x 22,1x 19,5x 23,9x 16,5x nm 51,2x 15,4x 17,0x 41,8x 2006 nm 2010 62,6x 14,9x 2009 nm 13,7x nm 42,6x 27,6x
PER
2008 13,5x 17,7x nm 26,2x 24,3x 11,0x 8,8x 35,1x nm 246,2x 10,7x 4,6x 36,1x 12,9x nm 127,1x 12,0x 20,7x 29,9x 11,0x nm 17,1x 25,9x 23,9x 15,0x nm 22,1x 31,8x 20,9x 14,0x nm 21,2x 31,8x 24,6x 17,1x 99,8x 13,4x 27,6x 12,4x nm 48,5x 36,4x 20,0x 48,5x 21,8x 43,9x 11,6x 24,1x 13,8x 25,6x 44,0x 55,9x 18,9x 31,8x 20,3x 31,7x 2007 nm 32,1x nm 23,9x 32,6x nm 9,1x 21,5x 18,8x 29,8x nm 20,6x 2006 nm
Perma Fix Environmental Services 1,0x
Mean Median
1,8x 1,4x
1,7x 1,4x
1,6x 1,1x
2,3x 1,9x
2,2x 1,9x
9,0x 7,9x
9,1x 8,2x
8,7x 6,8x
11,9x 10,0x
10,0x 10,0x
17,6x 15,1x
18,9x 16,5x
18,1x 13,8x
21,7x 18,8x
19,0x 19,0x
26,3x 23,2x
52,1x 21,2x
34,7x 17,7x
26,7x 23,0x
30,1x 24,4x
Recycling
Company Name Aurea SA Commercial Metals Daiseki Co Derichebourg Groupe Dupuy Industrial Services of America INTERSEROH SE Metalico, Inc. Sims Metal Management Ltd. 0,4x 0,3x 0,7x 2010 0,7x 0,4x 1,9x 0,4x
EV/Net Sales
2009 1,3x 0,4x 2,2x 0,7x 0,4x 0,5x 1,2x 0,5x 2008 0,6x 0,4x 1,3x 0,3x 0,3x 0,2x 0,2x 0,6x 2007 4,3x 0,4x 3,5x 0,5x 0,5x 0,3x 1,3x 1,0x 2006 3,5x 0,4x 2,4x 0,5x 0,4x 0,3x 0,6x 0,7x 2010 5,6x 58,6x 8,1x 5,7x 7,2x 6,2x 7,8x
EV/EBITDA
2009 12,2x 10,3x 9,4x 15,1x 5,9x 15,3x 14,2x 9,5x 2008 3,1x 7,7x 5,0x 4,4x 4,7x 9,5x 6,1x 19,1x 2007 15,9x 5,4x 12,0x 8,9x 5,6x 6,6x 12,8x 10,1x 2006 11,1x 4,3x 9,4x 22,6x 4,1x 5,7x 4,8x 7,8x 2010 10,2x nm 11,2x 9,7x 9,1x 8,7x 11,8x 2009 12,0x 25,0x 13,9x nm 7,6x 39,2x 21,3x 15,7x
EV/EBIT
2008 4,1x 10,4x 6,6x 6,9x 9,8x 16,1x nm nm 2007 19,6x 6,4x 14,9x 16,8x 8,3x 8,5x 14,8x 11,4x 2006 13,9x 4,9x 11,6x 94,9x 6,2x 7,5x 5,8x 8,9x 2010 19,1x nm 23,4x 9,0x 10,4x 13,6x 20,3x 2009 13,4x 91,6x 30,8x nm 7,7x 546,1x nm 27,5x
PER
2008 6,3x 12,8x 15,5x 6,8x 12,8x 246,2x nm nm 2007 23,7x 9,6x 26,8x 13,5x 10,6x 13,4x 23,3x 17,4x 2006 23,6x 7,1x 23,2x nm 9,1x 11,6x 5,7x 13,1x
Mean Median
0,7x 0,4x
0,9x 0,6x
0,5x 0,3x
1,5x 0,7x
1,1x 0,6x
14,2x 7,2x
11,5x 11,3x
7,5x 5,6x
9,7x 9,5x
8,7x 6,8x
10,1x 9,9x
19,2x 15,7x
9,0x 8,4x
12,6x 13,1x
19,2x 8,2x
16,0x 16,4x
119,5x 29,1x
50,0x 12,8x
17,3x 15,4x
13,4x 11,6x

The median EV/EBIT and EV/EBITDA for the comparable Waste Management M&A transactions are 13.7x and 7.9x, respectively. Exhibit 18 Waste Management Comparable M&A Transactions (Cont) ( in millions except where mentioned in $)
Date May-11 May-11 Target Company Ideal Market Holdings (80% Stake) CMA Corporation Limited (71% Stake) METALLUM Holding S.A. Target Description Recycling business of waste paper, scrap metal, consumable waste in the PRC Australia based scrap metal group with operations in the sourcing, supply, processing and exporting of scrap metal Bidder Company China Environmental Energy Investment Ltd. Kohlberg Kravis Roberts & Co. Bidder Country Hong Kong USA Revenue Deal value (m) 76 240 126 0,5x 28,1x Sales Enterprise Value / EBIT EBITDA
Apr-11
Luxembourg based base metal refining and recycling company First Reserve Corporation
USA
670
Apr-11 Apr-11
Vesta Medical LLC Hudson Valley Waste Holding, Inc.
US based provider of pharmaceutical waste collection systems CareFusion Corporation US based company engaged in collection, processing, and recycling of nonhazardous solid waste materials and holding company of County Waste & Recycling Service Norway based industrial waste recycling company Waste Connections, Inc.
USA USA
12 210
Mar-11 Feb-11
Veidekke Gjenvinning AS
Altor Fund III Swisher Hygiene, Inc.
Sweden Canada USA
54 33
42 68
0,8x 2,1x 23,6x 12,1x
Choice Environmental Services, Inc. US based company providing residential, commercial, institutional, and industrial solid waste collection and disposal services Martock Waste Paper Company Limited Casella Waste Systems, Inc. (Nonintegrated recycling business) Crown Excel Disposal LLC; Weber Gas Energy LLC Uk based recycling company
Feb-11
Viridor Waste Management Ltd.
UK
Jan-11
US based non-integrated recycling business of Casella Waste Systems Inc
CE Holdings (Private Equity Players USA Group) Canada
96
Dec-10
US based hauler of non-hazardous and solid waste material IESI-BFC Ltd. engaged in providing roll-off containers, compactors, commercial front load, special waste disposal, landfill operations and transfer stations; US based waste management operations of Fred Weber Inc US based provider of environmental, health and safety compliance and information management services Verisk Analytics, Inc
121
Dec-10
3E Company, Inc
USA
83
Dec-10
Dec-10 Dec-10
Przedsiebiorstwo Gospodarki Wodnej Poland based water utility company that provides waste water Jastrzebska Spolka Weglowa S.A. i Rekultywacji S.A. (90.59% Stake) treatment and disposal services and also offers land reclamation services JK Environmental Services (UK) UK based provider of environmental services, sewer cleansing GB Gas Holdings Limited Limited and tankering services Wonbang tech Co., Ltd. (50% Stake) South Korea based company that provides cleaning equipment KT Capital and services WSN Environmental Solutions Australia based waste processing company SITA Environmental Solutions
Poland
12
UK USA
8 20
Dec-10
Australia
175
Nov-10 Nov-10 Nov-10 Oct-10
Griffin Industries, Inc. Pearsons Group Holdings Limited Simply Drop Limited (50% Stake) JRS International, Inc.
US based company engaged in the recycling of animal byproducts and bakery by-product
Darling International Inc.
USA UK UK USA 9
610 19 12 8 2,0x 17,2x 8,4x
UK based company engaged in recycling and waste collection Viridor Waste Management Ltd. services UK based company engaged in recycling of electronic items US based company engaged in building, cleaning and maintenance services Greenwire UK Ltd The Service Companies, Inc.
Oct-10
LLC VMI Recycling Group
Russia based company that owns and operate scrap collection Novolipetsk Steel OJSC and processing facilities Turkey based company having interest in steel dust recycling plant in Iskenderun UK based waste management company US based provider of waste management services to the healthcare industry Turkey based company having interest in steel dust recycling plant in Iskenderun Befesa Medio Ambiente, SA
Russia
21
Sep-10
Cooper Island Investments, L.L.C. (51% Stake) Donarbon Limited Healthcare Waste Solutions Inc Cooper Island Investments, L.L.C. (51% Stake)
Spain
Sep-10 Sep-10 Sep-10
AmeyCespa Limited Stericycle Inc Befesa Medio Ambiente, SA
UK USA Spain
22
58 180 7
2,6x
22,2x
16,3x

Exhibit 18 Waste Management Comparable M&A Transactions (Cont) ( in millions except where mentioned in $)
Date Target Company Target Description Bidder Company Bidder Country Norway Revenue Deal value (m) Sales Enterprise Value / EBIT EBITDA
Sep-10
Resta AB
Sweden based compnay engaged in collection, transportation, RenoNorden AS sorting, and treatment of waste for municipalities and industrial customers Canada based industrial waste treatment and disposal company UK based electronics recycling assets of Wincanton US Ecology Inc Sims Metal Management Limited
10
Sep-10 Aug-10
Stablex Canada Inc. Wincanton Plc (UK electronics recycling assets) Cork County Council (Waste collection business)
USA Australia
29
61 21
2,1x
Aug-10 Jul-10
Ireland based Waste collection business of Cork County Council
Country Clean Recycling Ltd R360 Environmental Solutions
Ireland USA
10 193
Controlled Recovery Inc; U.S. Liquids US based companies engaged in the treatment, recovery and of Louisiana LP; Calpet / R&G Group disposal of oil and gas wastes, liquid waste management of Companies services Alchema Limited; Future Industrial Services Ltd UK based company engaged in supply and recycling of chemical etchant solutions ; UK based provider of waste management and specialised industrial waste management services
Jul-10
One51 plc
Ireland
18
Jul-10
Global Renewables Australia Pty Ltd Australia based company providing waste management (51% Stake) solutions Hoefler Consulting Group Greenstar Environmental Limited Reconomy Recycling Solutions Limited Simpro Limited SWEEEP Limited (50.00% stake) Geo Vision Solucoes Ambientais e Energia SA (50.00% stake) Veolia Environnement SA (5.00% stake)
SSP Resources Gloucester Holdings USA B.V. UK UK UK UK Finland Portugal 4 6 45 8 163
32
Jul-10 Jun-10 Jun-10 Jun-10 May-10 May-10
US based company that provides pollution prevention services SLR Holdings Limited UK based waste management company UK based materials recycling company UK based waste management company UK based company specialising in recycling electronics Brazil based waste management firm operating in Sao Paulo state France based environmental services company, which is involved in water holding, waste management, energy and transport operations Biffa Limited Viridor Waste Management Ltd TEG Group Plc Kuusakoski Oy SUMA Group
6 164 29 6 8 22
0,8x 1,0x 17,8x
1,6x 2,6x 1,0x
9,5x 13,1x
5,8x 10,6x
Apr-10
Qatari Diar Real Estate Investment Qatar Company Asamer Holding AG Austria
34 551
647
0,8x
14,1x
7,5x
Apr-10
Umwelt-und Entsorgungstechnik AG Austria based recycling operations of Umwelt-und (certain operations) Entsorgungstechnik AG Ecocentro Soluzioni Ambientali Srl; Esposito Servizi Ecologici Srl Waterchem Limited Italian waste management companies
15
Mar-10
Actelios SpA
Italy
13
Mar-10
UK based company providing water hygiene and water treatment services to facilities management companies, hospitals, universities and local authorities South Korea based waste management company
Green Compliance
UK
11
1,2x
Mar-10 Mar-10
Eco Services Korea Co Ltd Euro Environmental Group Limited
Corporation KG Ltd
South Korea UK
30 22
UK based provider of drain and sewer cleaning, inspection and Sovereign Capital Partners LLP repair services US based company engaged in collection, processing, and recycling of nonhazardous solid waste materials Canada based company recycling scrap rubber tires in raw materials
Mar-10
Hudson Valley Waste Holding Inc (Majority Stake) Western Rubber Group
Clairvest Equity Partners III Limited ; Canada Clairvest Group Inc Laurel Mountain Partners LLC USA
26
Feb-10
14
Jan-10
AbitibiBowater Inc (Recycling US based three material recycling facilities at Arlington, Division's material recycling facilities) Houston, and San Antonio
Waste Management Recycle America
USA

Date Target Company Target Description Bidder Company Bidder Country France Revenue Deal value (m) Sales Enterprise Value / EBIT EBITDA
Dec-09
Valdi
France based company specialised in the processing and recycling of non-ferrous metals
Eramet S.A.
25
20
0,8x
Dec-09
Champion City Recovery Transfer Station LLC; Sunny Farms Landfill LLC
US based companies engaged in waste disposal and recycling WCA Waste Corporation of non hazardous, solid wastes Horsehead Holding Corp
USA
23
Dec-09
The International Metals Reclamation US based recycler of metal bearing wastes Company Inc General Environmental Management, US based full-service hazardous waste management and Inc. (DE) environmental services firm. GreenSafe Demanufacturing Inc (60.00% stake) Waste Services Inc
USA
41
23
0,6x
2,7x
Dec-09 Dec-09
PSC Environmental Services LLC
USA USA
11 33
Canada based company engaged in dismantles old appliances, Bergamo Acquisition Corp such as fridges and stoves, and recycle the materials, including plastic, aluminum, copper and steel Canada based integrated solid waste services company providing collection, transfer, landfill disposal and recycling services for commercial, industrial and residential customers Ireland based commercial waste and recycling business of Veolia Environmental Services Ltd Denmark based waste treatment company
Nov-09
IESI-BFC Ltd. (formerly BFI Canada Canada Ltd.) Greenstar Environmental Ltd UK
339
487
1,4x
16,3x
7,8x
Oct-09
Oct-09 Oct-09
Veolia Environmental Services Ltd (commercial waste and recycling operations) Kommunekemi a/s
50
EQT Infrastructure Fund Waste Services Inc
Sweden Canada
43
35 22
0,8x
7,9x
4,3x
Oct-09
Republic Services, Inc. (operations US based solid waste collection, recycling and disposal and related assets located in Miami- services business Dade) DisposAll Waste Services, LLC US based recycling and disposal services business (Miami-Dade operations)
Waste Services Inc
Canada
11
Sep-09
Manutencoop Servizi Ambientali SpA Italy based company offering environmental services like waste Aimeri Ambiente Srl management and waste disposal WastePro USA Inc (Undisclosed Stake) Santa Clara Waste Water US based company providing solid waste collection, disposal and recycling services US based privately owned wastewater treatment business Roark Capital Group
Italy
108
48
0,4x
13,3x
4,2x
Sep-09
USA
69
Sep-09
General Environmental Management USA Inc Babcock International Group Plc UK
1,2x
Sep-09
UKAEA Limited
Sep-09
EcoSecurities Group Plc
UK based company providing nuclear clean-up, waste management and environmental restoration services. It offers programme management, decommissioning, waste Ireland based provider of emission reduction and consulting services, incorporated in Ireland US based company engaged in providing waste management services that includes waste transfer, landfills, disposal and recycling services Norway based waste management company
35
42
1,2x
JPMorgan Chase & Co
USA
69
91
1,3x
Aug-09
City Waste Inc
Waste Management Inc
USA
12
Aug-09 Aug-09
Miljotransport AS Transpacific Industries Group Ltd (20.35% stake)
Franzefoss Bruk AS
Norway USA 1 259
12 181 1,6x 14,3x 9,1x
Australian company providing integrated industrial cleaning and Warburg Pincus LLC total waste management, with particular focus on the liquid, solid and hazardous waste management markets Wheelabrator China Holdings Ltd Viridor Waste Management Ltd Environmental Facilities Management Corporation Tradebe Group Cimentas Izmir Cimento Fabrikasi Turk AS
Aug-09 Jul-09 Jul-09
Shanghai Environment Group Co Ltd Chinese waste management company (40.00% stake) Intercontinental Recycling Limited Chonbuk Envitech (39.00% stake) UK based plastics recycling company South korea based wastewater treatment company
Hong Kong UK South Korea 11
99 9 6 3,7x 31,6x 17,7x
Jul-09 Jul-09
Pyros Environmental Limited Serhat Atik AS (70.00% stake)
UK based hazardous waste processing company Turkey based waste management company engaged in hazardous waste disposal activities
Spain Turkey
19
12 11
0,6x
Jul-09
Sanipac Inc
Waste Connections Inc US based solid waste services company providing waste collection, transfer, disposal, inter modal logistics and recycling services
USA
31

Date Target Company Target Description Bidder Company Bidder Country USA Revenue Deal value (m) Sales Enterprise Value / EBIT EBITDA
Jul-09 Jun-09
Veolia Environnement (Montenay International)
US based waste to energy company
Covanta Holding Corporation Standard Chartered Private Equity
322 97 23 0,6x 6,5x 6,3x
Environmental Facilities Management South Korea based wastewater treatment company Corporation (40.00% stake) London Recycling Limited UK based waste management company
UK
Jun-09
Viridor Waste Management Ltd
UK
10
14
1,4x
15,9x
11,6x
Jun-09
Alsa Sued GmbH; Aluminium Salzschlacke Aufbereitungs GmbH
Germany based salt slag recycling company; Germany based salt slag recycling company
Befesa Medio Ambiente, SA
Spain
23
May-09
Avondale Environmental Services Ltd UK based landfill and waste disposal company that provides (50.00% stake); Shanks Group Plc waste management solutions; UK based soil treatment facility (Kinneil Kerse soil treatment facility) Landmedia Limited UK based landfill and waste disposal company that provides waste management solutions
Landmedia Limited
UK
35
May-09
Tom Scott (Private Investor)
UK
12
Mar-09
West Park Transport LLC
Mar-09 Mar-09
Wasteman Group (Pty) Limited
Terra Renewal LLC US based company provides transportation, processing and disposal (land application) of residuals generated by municipal water and wastewater treatment plants South Africa based provider of waste management services Marlow Capital
USA
South Africa USA 4
30 9 2,0x
Earth Protection Services, Inc; WM US based full service electronics recycler; US based recycler of WM LampTracker Inc Universal Waste LampTracker 1, Inc lamps, ballasts, batteries and computers Tradebe Environmental Services (33.00% stake) Vertal Limited (Undisclosed stake) US based provider of hazardous and non-hazardous waste management services UK based food waste recycling company Cofides SA
Mar-09
Spain
59
0,4x
Mar-09
Foresight Group
UK
Mar-09
Auburndale Recycling Center Inc
US based recycler of tires
Ridge Recyclers Inc
USA
Feb-09
CMA Corporation Limited (32.14% stake)
Australia based scrap metal group with operations in the sourcing, supply, processing and exporting of scrap metal
Scholz Invest GmbH
Germany
303
25
0,5x
12,0x
7,9x
Feb-09
Promotora Ambiental del Sureste SA Mexico based company that provides waste management and Double V Holding SA de CV DE CV (75.00% stake) recycling services CMA Corporation Limited (32.14% stake) Lawrence Recycling and Waste Management (50.00% stake) Republic Services Inc (Certain Assets) Advanced Manufacturing Control Systems Limited (34.39% stake) Ecolevante SpA; Waste Recycling SpA Australia based scrap metal group with operations in the sourcing, supply, processing and exporting of scrap metal UK based provider of waste disposal and recycling services Scholz Invest GmbH
Mexico
Feb-09
Germany
303
25
0,5x
12,0x
7,9x
Feb-09
Maven Capital Partners UK LLP; Orbis Partners LLP
UK
11
Feb-09
US based six municipal solid waste landfills, six collection Waste Connections Inc operations and three transfer stations across seven markets of Republic Services Inc Ireland based company which provides tech solutions to the waste and recycling industry Italy based companies engaged in waste management and recycling services. Ulster Bank Diageo Venture Fund; WHEB Venture Corvette Srl
USA
85
195
2,3x
Feb-09
Ireland;UK
Jan-09
Italy
82
Average Median
1,3x 1,2x
14,7x 13,7x
9,1x 7,9x
Section VIII: Consulting Services Excluding IT

The Knowledge Centres Consulting Services comparable public company analysis involves 30 publicly traded Consulting Services companies (Exhibits 19 and 20). The median EBIT and EBITDA margins are 7.4% and 9.9%, respectively. The median EV/EBIT and EV/EBITDA are 11.3x and 7.8x, respectively. Exhibit 19 Consulting Services Comparable Company Profit Trends ( in millions)
EBITDA / Sales
Company Name Accenture Plc AEA Technology Group PLC Akka Technologies SA Alten SA Altran Technologies SA Amec Assystem Atkins Ws Bureau Veritas Cap Gemini SA FTI Consulting Inc Ginger SA Hackett Group Inc Hyder Consulting Intertek Group Jelf Group PLC Management Consulting Group Mattioli Woods plc Navigant Consulting Inc Ricardo Group RPS Group RSM Tenon Group PLC RWS Holdings Ltd Sapient Scott Wilson Group Plc Sigma Ab Sms Management Solving Efeso International S.A. White Young Green WSP Group Country Last Year IRL GBR FRA FRA FRA GBR FRA GBR FRA FRA USA FRA USA GBR GBR GBR GBR GBR USA GBR GBR GBR GBR USA GBR SWE AUS FRA GBR GBR 31/12/10 31/03/10 31/12/10 30/09/10 31/12/10 30/06/10 40 543 31/12/10 30/09/10 31/12/10 31/12/10 31/12/10 31/03/10 31/12/10 31/12/10 31/12/10 31/12/10 31/12/10 31/12/10 Sales (Last) EBITDA (Last) 2 676 15 34 105 63 314 53 173 550 712 169 22 12 27 321 10 28 6 64 28 69 18 17 65 50 6 27 1 14 47 EBIT (Last) 2 295 12 32 99 18 292 44 124 459 489 123 16 11 17 241 4 21 5 38 17 54 9 16 48 38 5 26 -1 -11 28 70 313 39 6 240 72 290 44 66 314 1,2% 5,7% 133 162 3 574 53 185 56 367 208 603 83 200 1 396 115 158 3 792 47 246 49 508 217 639 132 180 1 235 24,0% 9,9% 12,9% 12,0% 20,0% 12,4% 8,8% 8,1% Market Enterprise cap. Value (Current) (Current) 28 263 70 250 878 740 4 417 365 908 6 275 6 166 1 125 25 180 100 239 837 942 3 581 330 589 7 367 5 164 1 404 18,8% 8,2% 16,0% 8,5% 11,4% 4,4% 9,1% 8,3% 2010 14,7% 2009 14,6% 11,7% 7,1% 8,6% -1,2% 8,5% 5,3% 11,1% 18,1% 6,1% 22,6% 8,2% -2,9% 7,9% 20,3% 4,7% 5,7% 34,7% 11,7% 13,8% 14,0% 7,6% 24,9% 9,3% 13,4% 5,2% 15,4% 6,0% 5,0% 8,6% 2008 13,9% 11,8% 9,7% 13,0% 8,8% 7,7% 8,3% 10,3% 16,9% 9,4% 21,9% 7,2% 10,8% 4,0% 19,7% 14,9% 4,9% 32,6% 15,1% 14,0% 14,4% 14,1% 23,8% 12,5% 12,0% 5,8% 14,5% 9,8% -13,7% 11,5% 2007 13,8% 15,0% 9,6% 13,2% 7,6% 5,9% 7,0% 9,2% 14,9% 7,9% 21,7% 7,1% 7,0% 7,5% 19,6% 17,9% 11,8% 34,0% 15,5% 13,3% 15,6% 12,1% 23,0% 3,0% 13,5% 6,3% 14,8% 1,5% 11,1% 10,1% 2006 11,6% 34,2% 10,8% 14,9% 7,6% 1,3% 6,2% 4,9% 15,7% 6,6% 18,4% 6,4% 3,8% 9,8% 19,3% 13,6% 11,4% 35,3% 17,8% 12,9% 14,0% 10,5% 21,7% 2,5% 12,4% 8,8% 14,9% 6,0% 11,0% 9,5% -2,0% 3,4% 22,5% 7,4% 10,0% 7,2% 15,0% 4,5% 6,7% 7,0% 15,7% 5,6% 11,7% 8,0% 10,8% 1,2% 8,5% 7,0% 2010 12,6%
EBIT / Sales
2009 11,4% 9,4% 5,2% 6,7% -5,1% 7,7% 1,3% 8,0% 15,3% 4,0% 18,8% 6,0% -4,9% 4,9% 15,1% -13,8% 3,7% 30,9% 7,3% 8,5% 11,6% 4,0% 23,3% 6,1% 10,3% 4,1% 15,2% 4,3% -4,2% 6,3% 2008 11,9% 10,0% 7,8% 11,7% 4,9% 10,8% 6,3% 7,2% 14,5% 6,7% 18,4% 5,3% 9,3% 1,5% 14,8% 8,0% -4,3% 28,7% 11,0% 9,1% 12,5% 9,1% 22,5% 9,6% 7,6% 4,9% 14,3% 9,1% -47,2% 9,7% 2007 11,6% 12,1% 8,0% 11,7% 4,6% 5,7% 5,5% 6,7% 12,8% 5,7% 18,6% 5,1% 4,8% 5,3% 15,0% 8,1% 10,1% 30,5% 9,6% 8,2% 13,2% 8,7% 20,9% 3,4% 10,4% 1,8% 14,6% -1,8% 7,6% 8,1% 2006 10,1% 31,8% 9,0% 14,2% 3,1% -3,1% 4,9% -3,3% 13,9% 4,3% 15,0% 4,3% -2,6% 7,1% 14,8% 8,3% 9,5% 32,8% 14,4% 7,7% 12,6% 6,2% 19,4% -0,3% 10,3% 7,9% 14,6% 5,1% 7,7% 7,6%
31/08/10 18 180 127 400 917 1 437 3 444 637 1 555 2 930 8 697 1 057 269 152 346 1 604 82 316 16 531 201 539 235 70 652 375 110 174 50 272 825
Mean Median
11,3% 9,9%
10,9% 8,6%
12,0% 11,9%
12,3% 11,9%
12,5% 11,2%
8,6% 7,4%
7,4% 6,5%
8,2% 9,2%
9,6% 8,2%
9,6% 8,1%

Exhibit 20 Consulting Services Public Company Valuation Trends ( in millions)
EV/Net Sales
Company Name Accenture Plc AEA Technology Group PLC Akka Technologies SA Alten SA Altran Technologies SA Amec Assystem Atkins Ws Bureau Veritas Cap Gemini SA FTI Consulting Inc Ginger SA Hackett Group Inc Hyder Consulting Intertek Group Jelf Group PLC Management Consulting Group Mattioli Woods plc Navigant Consulting Inc Ricardo Group RPS Group RSM Tenon Group PLC RWS Holdings Ltd Sapient Scott Wilson Group Plc Sigma Ab Sms Management Solving Efeso International S.A. White Young Green WSP Group 0,8x 0,4x 1,6x 1,7x 1,2x 0,9x 2,2x 0,5x 0,7x 0,6x 2,5x 0,5x 1,5x 0,4x 0,8x 0,5x 1,0x 0,4x 2010 0,9x 2009 0,9x 0,7x 0,4x 0,7x 0,5x 0,7x 0,2x 0,2x 1,8x 0,4x 1,9x 0,2x 0,7x 0,3x 1,8x 0,5x 0,5x 2,3x 1,3x 0,9x 1,1x 1,0x 1,9x 1,3x 0,2x 0,4x 1,5x 0,7x 0,3x 0,3x 2008 1,1x 0,6x 0,3x 0,6x 0,1x 0,3x 0,2x 0,2x 1,6x 0,4x 2,1x 0,2x 0,4x 0,1x 1,6x 1,3x 0,4x 2,6x 1,2x 0,6x 0,7x 0,6x 2,2x 0,6x 0,2x 0,3x 1,0x 0,6x 0,4x 0,2x 2007 1,3x 1,3x 0,7x 1,2x 0,5x 0,9x 0,4x 0,7x 2,4x 0,6x 3,2x 0,4x 0,9x 0,7x 2,2x 1,8x 0,8x 4,3x 1,2x 0,8x 1,9x 0,7x 2,3x 1,8x 0,5x 0,5x 0,9x 0,8x 0,8x 0,8x 1,0x 5,1x 1,6x 1,1x 2,0x 0,8x 2,3x 1,3x 1,0x 1,0x 2,0x 1,1x 1,2x 0,9x 69,6x 7,2x 6,5x 16,6x 9,0x 7,8x 0,7x 2,3x 0,4x 0,7x 0,8x 2,2x 11,0x 4,0x 8,0x 7,4x 2006 1,2x 1,9x 0,8x 1,5x 0,8x 0,3x 0,6x 0,6x 13,3x 6,1x 9,5x 4,4x 7,0x 10,6x 11,4x 4,3x 2010 6,3x
EV/EBITDA
2009 5,9x 5,7x 5,5x 8,3x nm 8,8x 4,7x 2,2x 9,7x 7,1x 8,3x 2,8x nm 3,9x 8,8x 10,9x 9,1x 6,7x 10,8x 6,5x 8,0x 12,6x 7,7x 14,3x 1,8x 7,9x 9,6x 11,2x 6,0x 3,9x 2008 8,0x 5,1x 2,9x 4,6x 1,6x 4,5x 2,3x 1,9x 9,2x 3,9x 9,4x 3,4x 3,8x 2,7x 7,9x 8,7x 8,0x 8,1x 8,1x 4,4x 4,8x 4,5x 9,4x 4,5x 1,6x 4,4x 6,9x 5,8x nm 2,2x 2007 9,6x 8,8x 7,4x 8,9x 7,1x 15,0x 5,3x 7,8x 16,3x 7,8x 14,9x 6,0x 13,5x 9,5x 11,5x 10,0x 6,8x 12,6x 7,4x 6,2x 12,5x 5,7x 10,2x 59,7x 4,1x 7,5x 6,4x 50,2x 7,6x 7,8x 8,4x 14,3x 9,0x 8,2x 14,0x 7,9x 10,6x 52,7x 8,4x 11,1x 13,6x 18,2x 10,8x 9,9x nm 12,1x 7,0x 22,3x 11,5x 13,1x 10,3x 12,6x 6,3x 17,2x 8,0x 11,2x 14,6x 11,1x 10,6x 8,4x 2006 10,4x 5,7x 7,3x 10,0x 10,6x 25,2x 9,9x 13,3x 15,9x 8,9x 13,0x 4,7x 7,5x 37,7x 12,3x 5,2x 2010 7,4x 2009 7,6x 7,1x 7,5x 10,6x nm 9,6x 19,6x 3,1x 11,5x 10,8x 10,0x 3,8x nm 6,2x 11,8x nm 13,9x 7,5x 17,2x 10,6x 9,7x 24,0x 8,2x 21,8x 2,4x 9,9x 9,7x 15,7x nm 5,2x
EV/EBIT
2008 9,4x 6,0x 3,6x 5,1x 2,8x 3,2x 3,0x 2,8x 10,8x 5,4x 11,1x 4,6x 4,4x 7,3x 10,5x 16,1x nm 9,2x 11,2x 6,8x 5,6x 6,9x 9,9x 5,9x 2,5x 5,2x 7,0x 6,3x nm 2,5x 2007 11,4x 10,8x 8,9x 10,0x 11,7x 15,7x 6,7x 10,6x 18,9x 10,8x 17,4x 8,4x 19,6x 13,5x 15,0x 22,2x 7,9x 14,1x 12,0x 10,1x 14,7x 7,9x 11,2x 52,6x 5,3x 26,5x 6,5x nm 11,2x 9,7x 10,1x 15,4x 11,2x 13,9x 15,6x 13,4x 11,9x nm 10,2x 12,3x 13,9x 21,6x 15,4x 12,4x nm 23,9x 11,6x 37,8x 15,8x 19,2x 15,6x 15,5x 9,3x nm 11,0x 14,6x 22,0x 45,7x 14,9x 10,2x 2006 11,9x 6,1x 8,7x 10,5x 26,1x nm 12,6x nm 21,3x 19,2x 23,9x 6,4x 14,5x nm 16,5x 12,3x 2010 14,5x 2009 15,2x 14,9x 9,8x 33,1x nm 15,3x nm 6,1x 15,7x 27,3x 15,5x 5,3x nm 8,8x 17,4x nm 9,5x 12,5x 32,9x 18,3x 13,9x 33,9x 9,0x 12,5x 6,1x 13,1x 14,3x nm nm 13,5x
PER
2008 18,5x 4,2x 5,9x 8,8x 34,0x 8,3x 4,3x 6,1x 14,2x 8,9x 18,1x 5,6x 6,3x 8,2x 13,2x 33,0x nm 14,6x 19,4x 11,9x 7,9x 9,1x 14,9x 9,0x 6,1x 7,1x 10,6x 13,8x nm 3,5x 2007 25,1x 10,2x 13,3x 19,2x 22,7x 8,2x 11,8x 11,0x 27,4x 14,2x 32,8x 13,3x 21,5x 13,8x 21,3x 58,3x 8,5x 19,9x 18,7x 13,3x 21,8x 11,6x 16,5x 76,3x 12,2x nm 9,7x nm 11,8x 13,5x 12,9x 22,0x 20,1x 11,7x 23,0x 23,1x 18,7x 227,0x 24,7x 19,7x 20,8x nm 21,9x 18,5x 23,4x 27,8x 13,3x nm 14,9x 20,4x 2006 25,2x 5,1x 16,1x 19,1x 214,1x 6,4x 56,4x nm
Mean Median
1,0x 0,8x
0,9x 0,7x
0,8x 0,6x
1,3x 0,9x
1,3x 1,1x
11,6x 7,8x
7,5x 7,8x
5,3x 4,5x
12,1x 8,3x
12,7x 10,5x
12,4x 11,3x
10,6x 9,8x
6,6x 6,0x
13,8x 11,2x
13,3x 12,5x
19,4x 16,5x
15,6x 14,1x
11,6x 8,9x
19,9x 14,0x
36,2x 20,4x

The median EV/EBIT and EV/EBITDA for the comparable Consulting Services M&A transactions are 8.4x and 7.6x, respectively. Exhibit 21 Consulting Services Comparable M&A Transactions ( in millions except where mentioned in $)
Date Target Company Target Description UK based company engaged in provision of medico-legal reports to the legal and insurance industry through IT infrastructure and e-service Country UK Bidder Company ExamWorks Group, Inc. Country USA Revenue 63 Deal value (m) 75 Enterprise Value / Sales EBIT EBITDA 1,2x 7,6x May-11 Premex Group Limited
Apr-11 RP Data Ltd (59.8% Stake)
Australia based commercial and residential property information services provider
Australia
CoreLogic Inc
USA
40
153
5,2x
25,0x
15,3x
Apr-11 Finext B.V.
Netherland based consulting service provider
Netherlands
Finext B.V. (Employees)
Netherlands
14
0,3x
Apr-11 A Company Consulting & Licensing AG Apr-11 Power Efficiency Limited
Germany based content licensing agent that offers consulting services to media and film companies UK based energy management consultancy
Germany
AR Films
Russia
UK
Balfour Beatty WorkPlace Ltd UK
21
Apr-11 Adams Kara Taylor Limited
UK based structural and civil engineering consultancy firm
UK
Tyrens AB
Sweden
15
0,3x
6,3x
Mar-11 Witpaard B.V.
Netherlands based company that provides real Netherlands estate management and urban planning services South Africa based company that provides environmental consultancy services Germany based company providing tailor made customer management solutions to companies South Africa
Witpaard B.V. (MBO vehicle) Netherlands
Mar-11 Metago Environmental Engineers (Pty) Ltd Mar-11 Loyalty Partner GmbH
SLR Holdings Limited
UK
Germany
American Express Company USA
209
496
2,4x
Feb-11 Wilbur Smith Associates
US based company providing transportation and USA infrastructure consulting services
Camp Dresser & McKee Inc. USA
145
Feb-11 Engineering Consultancy Group Limited
UK based company engaged in providing UK engineering consultancy services to customers in non-core markets such as heavy engineering and infrastructure UK USA
Engineering Consultancy UK Group (Management Vehicle)
16
Feb-11 Avantage (UK) Limited (51% UK based risk management consultant Stake) Feb-11 BCI Engineers & Scientists, US based company providing engineering Inc. consulting services Jan-11 StrategicOne
Reply SpA Amec Plc Convio, Inc.
Italy UK USA
12
8 14 4
1,3x
US based marketing consulting services provider USA
Jan-11 Pacific Environmental Consulting
Canada based company that provides environmental consulting services
Canada South Korea USA
Total Safety U.S., Inc. NICEHoldings
USA South Korea 19
5 71 11 5 3,2x 10,1x 9,6x
Jan-11 Korea Investors Service Co., Korea based credit rating agency Ltd Jan-11 Validus Consulting Inc Jan-11 Interseco B.V. US based healthcare consulting firm
Vitalize Consulting Solutions, USA Inc. Securitas AB Sweden
Netherlands based security consulting company Netherlands
Dec-10 Energo AB
Sweden based engineering consultant with an interest within electrical engineering and HVAC
Sweden
AAF AB
Sweden
32

Exhibit 21 Consulting Services Comparable M&A Transactions (Cont) ( in millions except where mentioned in $)
Date Target Company Target Description Country Bidder Company Country Revenue Deal value (m) Enterprise Value / Sales EBIT EBITDA
Dec-10 CoreLogic (employer and litigation businesses) Dec-10 Mercados Energy Markets International Dec-10 Building Automation Solutions Limited Dec-10 The Capital Markets Company NV
US based employer and litigation consulting services segment Spain based energy consultancy firm
USA
Symphony Technology Group USA
202
Spain
AANGPANNEFORENINGEN Sweden AB (AF Group) Bridgepoint Capital Limited UK
UK based provider of project management and electricity advice Belgium based provider of integrated transformation services and solutions for the financial services industry Canada based engages in the creation of new brands, marketing services, and promotions for entrepreneurs, artists, writers, performers, innovators, and inventors France based company engaged in providing consultancy for electric energy saving solutions UK based market research company providing medical fieldwork Spain based company providing real estate valuation and consulting
UK
48
Belgium
Fidelity National Information USA Services, Inc.
213
Dec-10 Capital C Communications LP (Majority stake)
Canada
MDC Partners Inc
Canada Jamaica USA
20
Dec-10 Energy Pool
France
Schneider Electric S.A.
France
20
Nov-10 EMS Research Limited
UK
M3 USA Corporation
USA
1,2x
Nov-10 TINSA Tasaciones Inmobiliarias S.A (94.5% Stake)
Spain
Advent International Corporation Colliers International (Nederland) B.V.
USA
100
Nov-10 Boer Hartog Hooft B.V. (51% Netherlands based company that provides real Stake) estate brokerage and advisory services
Netherlands
Netherlands
Nov-10 Pacific Interpreters, Inc.
US based company engaged in providing USA healthcare-critical interpretation, translation, and consulting services UK based provider of engineering and environmental consultancy services UK
Sterling Partners
USA
26
Nov-10 Metoc Limited
Intertek Group Plc
UK
Nov-10 Mitchell Communication Group Limited
Australia based communication group offering Australia services in media planning, public relations, email marketing and data analytics UK & USA based insurance consulting firms UK USA
Aegis Group Plc
UK
176
219
1,2x
10,8x
9,1x
Nov-10 Reinsurance Solutions Limited & LLC Oct-10 QinetiQ North America Security and Intelligence Solutions (S&IS) Oct-10 Georadar Levantamentos Geofisicos SA (33.33% Stake) Oct-10 Canadean Limited
Randall & Quilter Investment UK Holdings Plc ManTech International Corporation USA 41
US based security and intelligence solutions company operating across a range of government sites in the USA Closely held Brazilian company carrying out geophysical mapping
USA
44
1,1x
Brazil
Rioforte Investments SA
Luxembourg
23
UK based beverage research and consultancy services provider to the international beverage industry
UK
Progressive Digital Media Group PLC
UK
12
1,6x
Sep-10 Moura Consulting SL
Spain based provider of investment management Spain consulting services
Honeycomb Fund Zero LP
USA
30
Sep-10 Axco Insurance Information UK based insurance information and consultancy UK Services Limited service provider Sep-10 ADLPartner (34.85% Stake) France based company providing loyalty marketing and management services France
Wilmington Group Plc
UK
24
3,7x
17,0x
Vigneron Family Group
France
120
12
0,1x
0,8x
0,7x

Sep-10 Dunedin Independent Plc
UK based financial advisory firm offering wealth management and employee benefits services
UK
Helvetia Wealth AG
Switzerland
Sep-10 Scott Wilson Group Plc
UK based company engaged in providing consultancy services in the field of engineering, management, planning and environment
UK
URS Corporation
USA
393
273
0,7x
11,0x
7,6x
Sep-10 Inspectorate International Ltd UK based commodity inspection and testing company Sep-10 Chapman Kelly Inc US based company which provides health care cost-containment services Canada based oil and gas exploration advisor US based provider of social security and medicare advocacy services, and second injury fund recovery services UK based social media analytics and market research consultancy
UK
Bureau Veritas SA
France
277
543
2,0x
USA
HMS Holdings Corp
USA
10
Sep-10 Boyd Exploration Consultants Ltd. Sep-10 Crowe Paradis & Albren, LLC
Canada USA
RPS Group Plc Brown & Brown, Inc
UK USA
9 16
9 59
1,0x 3,7x
Sep-10 Intrepid Consultants Inc
UK
Alterian Plc
UK
Sep-10 Technical Systems Integrators LLC ; Keenan and Keenan Group Sep-10 TheMarkets.com LLC
US based consultation and installation company; USA US based education consulting company
Core Projects & Technologies India Limited
19
15
0,8x
US based company that provides web based research and estimate services US based company engaged in providing consultation services
USA
Capital IQ
USA
230
Aug-10 EXIGERE Corporation
USA
ExamWorks Group, Inc.
USA
1,0x
Aug-10 Verity Medical Inc
US based medical consulting company engaged USA in providing support services US based health service information technology consulting company Sweden based company offering functional commitments, consulting services, sourcing and systems management services USA
ExamWorks Group, Inc.
USA
10
1,7x
6,2x
6,1x
Aug-10 Akimeka, LLC.
VSE Corporation
USA
30
26
0,9x
Aug-10 Cypoint Group AB
Sweden
Sigma AB
Sweden
10
13
1,4x
6,4x
Aug-10 FS Asia Advisory Limited
Hong Kong provider of consulting services in the Hong Kong areas of corporate finance, turnaround, corporate advisory and corporate recovery services Australia based consultancy firm providing Australia planning, engineering and management services
FTI Consulting, Inc.
USA
28
63
2,3x
Aug-10 Hughes Trueman Pty Ltd
Mott MacDonald Group Limited
UK
12
Aug-10 InforMed Direct Limited
UK based provider of healthcare communications UK and consultancy services in the pharmaceutical and biotechnology industries US based commercialisation services provider to USA the global pharmaceutical and life sciences industries US based company providing infrastructure USA planning, engineering, construction management, architecture, and program management services
United Drug plc
Ireland
12
1,4x
8,0x
7,4x
Aug-10 inVentiv Health Inc
Thomas H Lee Partners LP
USA
746
889
1,2x
12,7x
9,5x
Aug-10 The PBSJ Corporation
WS Atkins Plc
UK
223
6,9x

Aug-10 The Route Development Group Limited
UK based air service development firm
UK
UBM Aviation
UK
10
1,3x
Aug-10 Wellsco, Inc.
US based telecom engineering service provider
USA
Infotech Enterprises America USA Inc GlobalOptions Services Inc USA
11
1,3x
Jul-10
GlobalOptions Group Inc (Fraud and Special Investigations Unit) James Lee Witt Associates LLC
US based Fraud and Special Investigations unit of USA GlobalOptions Group Inc
Jul-10
US based company engaged in providing crisis USA and emergency management consulting services
Witt Group Holdings LLC
USA
27
18
0,6x
7,0x
6,3x
Jul-10
Seeds Group
France based financial consultancy firm
France
Morningstar France Holding SAS Madison Dearborn Partners LLC
France
Jun-10 TransUnion LLC (51% Stake)
US based provider of business intelligence USA services including acquisition and risk management services, collection services insurance credit information and fraud and identity management services US based risk consulting company engaged in background screening, drug testing, and surveillance services, fraud investigations, security services and technology services USA
USA
771
Jun-10 Kroll Inc
Altegrity Inc
USA
944
Jun-10 Clear View Retirement Solutions; MBF Life
Australia based financial services company Australia providing financial advice, products and services to people nearing their retirment; Australia based life insurance company UK,Hungary, Netherlands
MMC Contrarian Limited
Australia
131
Jun-10 Encore International Limited UK based energy risk consultancy firm Jun-10 Nightingale Associates Limited Jun-10 Selantic AS
Lyceum Capital Partners LLP UK IBI Holdco Limited UK 20
8 12 0,6x 8,4x
UK based architects practice specialising in health UK and education Norway-based company offering consultation Norway services on marine operations and synthetic fibre engineering France based management consultancy firm France
Actuant Corporation
USA
14
1,7x
Jun-10 Sia Conseil SAS
Sia Holding
France
34
Jun-10 Vantis Plc
UK based provider of accountancy advice, support to owner-managed businesses and private individuals Spain based advertising consultancy firm
UK
RSM Tenon
UK
111
0,1x
Jun-10 YMedia (30% Stake)
Spain
Ymedia (MBO Vehicle)
Spain
12
6,6x
May-10 Aquaterra Consulting Pty Ltd Australia based water and environment consultancy firm
Australia
RPS Group Plc
UK
12
0,8x
May-10 Daylight Forensic & Advisory US based fraud risk management firm conducting USA LLP forensic investigations and advising on regulatory compliance to corporations
Navigant Consulting Inc
USA
32
May-10 Norca Ingenieria de Calidad Spain based company specialized in providing SL infrastructure risk assessment services for the energy industry in Spain. May-10 LPA Group Inc US based transportation consulting firm
Spain
Intertek Group Plc
UK
USA
Michael Baker Corporation
USA
65
45
0,7x

Apr-10 Ryla Inc
US based provider of value-added customer contact services UK based provider of fund research, ratings and investment consulting services
USA
Alorica Inc
USA
76
53
0,7x
Apr-10 Old Broad Street Research Limited
UK
Morningstar UK Ltd
UK
14
Mar-10 Entec UK Limited
UK based provider of environmental and engineering consultancy Sweden based technical inspection and testing businesses
UK
Amec Plc
UK
69
69
1,0x
7,1x
6,5x
Mar-10 AF Kontroll AB Mar-10 CSM Worldwide Inc
Sweden
DEKRA SE IHS Inc
Germany USA
42
63 20
1,5x
US based company providing automotive market USA forecasting services and strategic advisory solutions to the automotive manufacturers, suppliers and financial organizations Australia based acoustics and vibration consultancy firm Australia
Feb-10 Heggies Pty Limited
SLR Management Limited
UK
11
12
1,1x
Feb-10 Emerging Energy Research US based advisory and consulting firm tracking LLC emerging technologies in global energy markets
USA
IHS Inc
USA
13
Jan-10 Currie & Brown (Australia) Pty Ltd Jan-10 Xafinity Group Limited
Australia based cost and management consultancy firm UK based company that provides specialist outsourcing and consultancy services regarding pensions, employee benefits, and payments expertise
Australia
Amec Plc
UK
23
UK
Advent International Corporation
USA
144
317
2,2x
46,2x
13,7x
Jan-10 COM S.A (75.00% stake)
Peru based provider of consultancy, outsourcing, Peru and project management services to Information Technology industry UK based company providing consultancy in the UK energy, utility and telecoms markets US based provider of human resource and administration consulting services, reinsurance intermediary, and actuarial and management consulting USA
Indra Sistemas SA
Spain
Jan-10 McKinnon & Clarke Limited
Lyceum Capital Partners LLP UK
25
25
1,0x
Jan-10 Towers Perrin Forster & Crosby Inc
Watson Wyatt Worldwide, Inc USA
1245
Average Median
1,5x 1,2x
12,2x 8,4x
8,2x 7,6x
Special Insert on Environmental Services in the U.S.

By: Effram E. Kaplan and Rebecca A. Dickenscheidt Brown Gibbons Lang & Company, Global M&A USA
Highlights
M&A Activity
Environmental services continues to see steady deal flow, in line with the broader M&A market which remains active. 2010 finished strong, with environmental services transaction activity up nearly two-fold from prior year levels. 2011 appears to be off to a healthy start; the pace of new deal activity is robust, with Q1 11 deal flow up 67 percent over the year ago period (Page 3). Looking ahead, the middle market is expected to remain active as strategic buyers and sponsor-backed platforms seek synergistic tuck-in acquisitions to improve scale and local footprints. Several factors, namely healthy acquisition budgets, an anticipated increase in buying activity on the part of mid-tier regional players, increased capital investment from private equity sponsors, and more liquid debt markets, are expected to drive deal flow as acquisitions remain a primary driver of top-line growth.
Industry Valuations
The equity markets continue to experience a high degree of volatility given the uncertain economic and geopolitical climate and are recouping losses from early March, with the S&P 500 up 12 percent year over year. Environmental services stocks outperformed the market over the same period, with the BGL Special Waste composite index up 22 percent, BGL E&C / Remediation index up 19 percent, and BGL Solid Waste index up 16 percent. EBITDA multiples contracted from Q4 10, with the LTM EBITDA multiple in Solid Waste of 7.7x down from 8.3x in Q4 10 and Special Waste of 8.5x down from 10.4x in Q4 10 (Page 12).
(1) As of April 8, 2011
Operating Highlights
Major solid waste companies are reporting positive pricing and volume trends. Pricing leverage and effective cost management are contributing to margin expansion and strong free cash flow generation for most operators. Pricing discipline remains in focus amid competitive pressures in the slow growth environment. Looking ahead, operators are forecasting positive internal revenue growth in 2011 driven by core price and volume gains, with strong upside potential in commercial volumes as the economic recovery takes hold. Special waste operators are seeing volume recovery from stable-to-improving trends in industrial production. Energy and industrial services end markets remain bright spots and increased government environmental spending presents upside to private sector growth. The ongoing federal budget debate has shown limited-to-no signs of affecting environmental spend and legislation. Strong fundamentals in medical waste point to solid organic growth and acquisition pipelines remain healthy. Recyclers are anticipating favorable selling conditions during the first half of the year driven by recovering manufacturing activity and tight scrap supply. A strong export market continues to be a primary driver of growth, with higher demand and prices contributing to increased profitability. Global demand for recycled metals is broad-based, with economic and environmental benefits expected to sustain long-term demand in developing markets. Commodity price volatility remains a key risk, and tight supply conditions are expected to drive prices higher in the near-term. The pace of strategic acquisitions has accelerated as buyers focus on expanding their supply network and geographic footprint. Near-term business fundamentals for E&C / Remediation are improving. Overall, BGL composite companies are reporting solid operating performance and positive trends in revenue and backlog year over year, with energy and environmental services lines of business cited as drivers of growth. Cost containment remains a focus to preserve margins in the face of competitive market pressures. Despite government budget challenges, participants maintain a positive outlook on business prospects for 2011, driven by stronger order backlogs and opportunities for service line, end market, and geographic expansion. Challenged industrial and commercial markets are expected to see a stronger recovery as businesses resume capital spending, and hard-hit end markets such as the power sector are forecasted to improve following a period of contraction. The private sector is also exhibiting signs of recovery and increased spending on environmental remediation is anticipated. The energy, transportation, and water infrastructure markets are expected to see continued growth. 1
Mergers & Acquisitions

Mergers & Acquisitions Activity
Middle Market M&A Activity
500 Number of Transactions 400
65 66 59 219 240 63 62 222 211 268 63 67 63 36 207 233 32 191 43 58 40 42 32 168 145 100 121 58 61 55
Overall M&A Activity

Private Equity Transaction Activity
Transaction Count by Deal Size
$70 $60 $50 $40 $30 $20 $10 $0 Q1 Q1 10 11
1,200
Transaction Value ($ in billions)
1,000 119 Number of Transactions 800 83
164 112 80 56 238 29 28 127 82 49 166
300 200 100 0

207 214
234 19 204 26 35 197 161 113 19 120 145 111 91 156 145 148 114 141 133 119 148 125 151 106 141 107 132 97 96 131 100 122 58 207
600
312
328
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2006 2007 $25M-$50M 2008 $50M-$250M 2009 $250M-$500M 2010
400 445
200
442
359
280
Trans Value
0 2006 2007 Under $50M 2008 $50M - $250M 2009 Over $500M
198 2010
Based on announced deals, where the primary location of the target is in the United States. Middle market enterprise values between $25 million and $500 million.
Source: Capital IQ.
$250M-$500M
Counts only include deals with disclosed transaction values.
Source: PitchBook.
Strategic Buyer Valuation Trends

12.0x EBITDA Multiple EBITDA Multiple 10.0x 10.0 8.0x 6.0x 4.0x 2006 2007 <$250M 2008 8.2 8.7 6.8 9.4 9.1 7.1
NA*
Financial Buyer Valuation Trends

12.0x 10.6 10.0x 9.9 8.0x 8.1 6.0x 4.0x 2010 $>=$500M
Source: Standard & Poors LCD.
10.2 8.4
9.8 8.2 8.0 7.6
9.5 8.7 8.1
9.4 8.2 7.5 6.5

NA* NA*
8.5
8.3 8.5
8.0 6.6
8.5 7.6 5.5
8.6
7.2
2009
2011
2006
2007 <$250 million
2008
2009
2010 $500 million+
2011
$250M-$499M
$250-$499 million
*NOTE: Data not reported due to limited number of observations for period.
*NOTE: Data not reported due to limited number of observations for period.
Source: Standard & Poors LCD.
Acquisition Financing Trends

Leverage
6.0x 5.0x 4.0x 3.0x 2.0x 1.0x 0.0x 2006 2007 2008 2009 2010 LTM 3/31/11 3.6 4.0 3.1 3.2 2.6 1.2 1.0 1.0 0.8 0.8
Equity Contribution
55% 50% 45% 40% 35% 3.3 30% 25% 2006 2007 2008 2009 2010 LTM 3/31/11 38% 35% 46% 51% 47% 42%
1.5
Senior Debt/EBITDA
Sub Debt/EBITDA
Source: Standard & Poors LCD. Middle market enterprise values between $25 million and $500 million. Source: Standard & Poors LCD.
Middle market enterprise values between $25 million and $500 million.

THE M&A PIPELINE IS BUILDING
The environmental services M&A market was active in Q1 11 following an already robust fourth quarter, and industry players have the acquisition mindset and the budgets to pursue additional buys this year: Republic Services is in the market for deals, after a two-year hiatus integrating the acquisition of Allied Waste Industries. In the companys Q4 10 earnings call, CEO Donald Slager cited a pipeline of acquisition candidates with $100 to $150 million in revenue, indicating the company has the balance sheet strength and appetite to pursue acquisitions this year, including tuck-ins and infrastructure buys such as recycling facilities. Historically acquisitive Waste Connections expects that 2011 will bring significant acquisition growth based on ongoing conversations with sellers. In the companys Q4 10 earnings call, CEO Ronald Mittelstaedt spoke of a robust M&A pipeline, citing a record backlog of deals under consideration. Acquisition candidates include both new stand-alone markets as well as tuck-ins to existing markets. IESI-BFC expects 2011 to be another strong year for acquisitions, following on an active year in 2010 with the completion of its merger with Waste Services Inc. in July and the purchase of Fred Weber in December. The company exceeded projected synergy targets for the Waste Services transaction, achieving run rate synergies of $32 million. In the companys Q4 10 earnings call, CEO Keith Carrigan indicated that IESI-BFC has plans to remain fairly aggressive as it relates to growth by acquisition through 2011, targeting more markets than the company ever has. Waste Pro USA plans to expand into contiguous markets through acquisitions in 2011, with its eye on Tennessee, Arkansas, Oklahoma, and Texas to the south and going north into Virginia from North Carolina. Historically, roughly 80 percent of growth has been organic but CEO John Jennings indicated that the future target will look more like 50/50 divided between organic growth and acquisitions as the company grows. Waste Pro is backed by private equity firm Roark Capital Group.
Environmental Services M&A Activity

Stericycle CFO Frank ten Brink referenced a healthy acquisition pipeline in the companys Q4 10 earnings call, citing revenue opportunities of $100 million in domestic and international markets. The company was highly acquisitive in 2010, completing 33 acquisitions (13 domestic, 20 international) and 17 in the fourth quarter alone, for a total acquisition spend of $190 million. The combined companies generated annualized revenues of approximately $132 million. Stericycle announced it was acquiring Healthcare Waste Solutions, LLC in September 2010, the largest acquisition in the companys history. Schnitzer Steel Industries has launched its acquisition growth platform in 2011 with two buys, following a tally of six acquisitions in 2010, four of which were completed in Q4 10. The company has plans to continue to pursue growth through synergistic acquisitions in 2011. Ben Weitsman & Son has publicly stated its goal of reaching $1 billion in sales by continuing to make acquisitions in its footprint. Since July 2010, the company has announced five buys, including two acquisitions announced in February of this year. AECOM Technology Corporation completed seven acquisitions in 2010 and has plans to utilize acquisitions as a primary growth driver this year. Significant buys last year included McNeil Technologies, Inc., purchased from private equity sponsor Veritas Capital in August, and Tishman Construction Corporation in July. Acquisitions are expected to continue to fuel Tetra Techs growth, with Mining garnering increased focus from an M&A perspective, as well as international markets. The company completed five acquisitions in 2010.
Historical Environmental Services M&A Activity

Quarterly M&A Activity by Sector
70 Number of Transactions 60 50 40 30 20 10 0 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2011
2008 Solid Waste Special Waste
2009 Metals Recycling & E-Waste
2010
E&C/Remediation
Based on announced deals, where the primary location of the target is in the United States. Source: Capital IQ, mergermarket, and BGL Research.
SOURCE: Capital IQ, Waste & Recycling News, Equity Research; and Company Filings.

NOTABLE Q1 11 M&A ACTIVITY IN SOLID WASTE
In March 2011, Rumpke Consolidated Companies Inc. announced it was expanding its Ohio footprint with the purchase of waste collection and hauling assets and a transfer station from Cleveland-based Landmark Disposal Ltd. and Norton Environmental Services. Rumpke will gain approximately 10,000 residential, commercial and industrial customers in the Cleveland, Akron, and Canton areas with the purchase. Rumpke entered the northern Ohio market in 2009 through the purchase of a landfill, two transfer stations and collection operations in the Cleveland and Mansfield markets from Republic Services. In January 2011, Rumpke acquired RLS Recycling of Chillicothe, Ohio, adding to its existing Central and Southeast Ohio service areas. RLS Recycling generates roughly 60 percent of its revenue from recycling and 40 percent from waste services. In March 2011, CE Holdings, a new company formed by private equity sponsor Pegasus Capital Advisors and Intersection, LLC in partnership with MissionPoint Capital Partners, HarbourVest Partners and Ares Capital, completed the acquisition of FCR, LLC and Blue Mountain Recycling LLC from Casella Waste Systems. The deal involves 17 material recycling facilities, a transfer station and certain related intellectual property assets. CE Holdings is a platform company focused on the recovery and transformation of waste into value-added products. The cash purchase price was $132 million. Transaction Multiples: ~9.4x EBITDA In March 2011, WCA Waste Corporation (WCA) completed the acquisition of certain solid waste hauling and transfer station assets from Emerald Waste Services, LLC. WCA announced the acquisition in December 2010. WCA acquired the companys central Florida transfer station and hauling operations consisting of 117 residential, commercial and roll-off routes servicing seven counties in Gainesville, Orange City, and Daytona Beach. The total assets being acquired generate approximately $30 million of annual revenue and consist of 220 employees. WCA paid $47 million in cash, $15.8 million in WCA stock and $5 million in cash or common stock at WCAs option, in the event that the business achieves at least $3.5 million in EBITDA for any four consecutive fiscal quarters through and including the quarter ending December 31, 2012. Transaction Multiples: ~2.1x Revenue In March 2011, Waste Management (WM) acquired three recycling facilities from Canusa Hershman Recycling Co. and affiliates, a move that will expand its residential, commercial, and institutional recycling services in Maryland, Virginia, and the greater mid-Atlantic region. In total, the new facilities will add over 30,000 tons per month of sorting capacity, including a single stream facility, according to a company statement. In November 2010, WM announced it was acquiring Glacier Recycle, LLC. Based in Auburn, Washington, Glacier provides recycling services to the construction industry, processing recovered wood to make recycled wood products and biomass fuel. WM expects the addition will significantly increase its construction waste recycling in the Pacific Northwest. The acquisition also supports the continued growth of green building and LEED certification across the region, according to a press release announcing the transaction.

In February 2011, private equity backed Waste Pro USA announced it was acquiring Greenstar Recycling of Houston, Texas; C&D Ltd LLC of Alabaster, Alabama; and Pelican Commercial Waste Services of Belle Chasse, Louisiana. C&D and Greenstar offer recycling services and Pelican provides solid waste collection, management, and disposal services to industries, businesses, and municipalities. Waste Pro acquired 10 businesses in Florida, Georgia, Alabama, Mississippi, and Louisiana from December to early February. In February 2011, Veolia ES Solid Waste, Inc. acquired Guys Waste Services, LLC of Byron, Georgia. The acquisition includes subsidiary companies KMA Transfer, LLC and Ace Trash, LLC. Guys currently serves approximately 1,200 customers in five surrounding counties which represents new territory for Veolia and the ability to internalize those volumes into Veolias nearby Taylor County Landfill. The purchase includes a transfer station and commercial hauling operation. In January, Veolia announced the acquisition of Milo Sanitation, furthering its regional expansion strategy in the Southeast. The Valdosta, Georgia hauler brings 4,000 residential and 60 commercial accounts to Veolia. In January 2011, IESI-BFC Ltd. announced it was acquiring the waste collection, transfer, and landfill assets of Fred Weber, including subsidiaries Crown Excel Disposal LLC and Weber Gas Energy LLCa move that will significantly expand its presence in the St. Louis market. With the purchase, IESI-BFC is acquiring one of the largest privately owned landfills in the country and Missouris largest landfill by volume, representing more than 50 percent of the regions remaining disposal capacity. The collection operation includes both commercial and roll-off routes and will be integrated into IESIBFCs existing network. The cash purchase price was $159 million. In January 2011, private equity-backed Deffenbaugh Industries Inc. announced the acquisition of two Arkansas companiesRoll Off Service Inc. and Advantage Recycling. Founded in 2001, the two companies provide solid waste collection, transfer and disposal, and recycling services to approximately 25,000 residential, commercial, and industrial customers in Arkansas, Oklahoma, Missouri, Kansas, and Texas. Deffenbaugh will add more than 130 employees through the acquisitions. Based in Kansas City, Kansas, Deffenbaugh considers itself one of the largest waste and recycling services companies in the Midwest and has more than 1,100 employees. Deffenbaugh is a portfolio company of DLJ Merchant Banking Partners, which acquired the company in a $325 million LBO in December 2007.
NOTABLE Q1 11 M&A ACTIVITY IN SPECIAL WASTE

In February 2011, Stericycle, Inc. acquired Franklin, Tennessee-based NotifyMD, a patient communications software and services provider and the largest healthcare-only message-management company. NotifyMD could provide a barrier to entry to some Stericycle competitors in the medical waste management sector, analysts reported on the transaction. NotifyMD generated revenues of approximately $20 million in 2010, representing 10 percent annual growth from 2009. The company is projecting to double revenues to $40 million by 2013, with growth driven in part by a new emphasis on serving hospitals, which account for a large percentage of Stericycles customer base.
SOURCE: Capital IQ, mergermarket, Waste & Recycling News, Equity Research, and Company Filings.

NOTABLE Q1 11 M&A ACTIVITY IN SPECIAL WASTE
Stericycle paid an estimated $50 million for NotifyMD. Deal multiples in NotifyMDs space can range from 8x to 12x EBITDA, reported mergermarket, versus Stericycle tuck-in waste-management acquisitions, which typically cost 3.5x to 7x EBITDA. In February 2011, Heritage-Crystal Clean, Inc (HCCI) acquired the assets of Warrior Oil Service and JBS Oil and C&J Recovery (Warrior Group). The purchase will add approximately 6.5 million gallons per year to the companys existing used oil collection volume. In March 2010, HCCI announced it was expanding into the re-refining business. The Franklin, Indiana-based Warrior Group, which services generators in Indiana, Illinois, and Kentucky, is expected to minimize transportation expense to HCCIs Indianapolis re-refinery. The feedstock is expected to allow the re-refinery to ramp quicker and at a lower operating cost than purchasing oil from a third party. In addition, HCCI will leverage cross-selling its broader service offering to existing Warrior Group customers. The acquired assets were valued at approximately $4.2 million. Consideration consisted of cash ($0.9 million), stock (64,516 shares), and the assumption of $2.6 million in debt. Transaction Multiples: ~.6x Revenue In February 2011, R360 Environmental Solutions acquired the Silo Field facility in Southeastern Wyoming from Western Environmental Services Inc. According to a company statement, Silo Field is the only oilfield wastewater facility in the Niobrara Shale playan oil shale resource region that is currently the focus of large-scale lease purchases and widespread infrastructure growth. The purchase marks the first step for R360s growth plan in the Niobrara Shale, which will ultimately include multiple sites. R360 is a leading oilfield environmental solutions company that provides E&P waste and water recycling, as well as treatment and disposal solutions to some of the worlds leading oil and gas producers. The company is backed by private equity firms Paine & Partners and Tinicum Capital Partners. R360 has been building its oilfield waste management services platform through acquisition, completing four buys in 2010: Claco Services, LLC; Calpet/R&G Group of Companies; US Liquids of Louisiana, L.P; and Controlled Recovery, Inc. In January 2011, Clean Harbors Inc. announced it was acquiring Badger Daylighting Ltd. (Badger) of Calgary, Alberta, Canada. Badger is the largest provider of Hydrovac Services in North America. The company has 82 locations in Canada and the United States and approximately 410 hydrovac units that use water and vacuum technology for excavation. The company derives 60 percent of its sales from Canada and 40 percent from the U.S. Badger has over 5,000 customers and 400 employees. The company generated revenues of CAD 132 million and EBITDA of CAD 33 million in 2010. The transaction is expected to close in Q2 11. The CAD 247 million purchase price consists of CAD 222 million in cash for all outstanding common shares of Badger plus the assumption of CAD 25 million of net debt. Transaction Multiples: 1.9x Revenue; 7.5x EBITDA

In January 2011, private equity-backed Thermo Fluids, Inc. acquired the oil collection business of Bango Oil, LLC, expanding the companys network in northern Nevada. Thermo Fluids has existing facilities in Las Vegas, Reno, and Sparks, Nevada. CEO James Devlin estimates the purchase will increase Thermo Fluids collections business in northern Nevada by approximately 25 percent, solidifying its position as the market leader in the region. Thermo Fluids is a portfolio company of CIVC Partners, which acquired the company in 2006.
NOTABLE Q1 11 M&A ACTIVITY IN METALS RECYCLING & E-WASTE

In February 2011, Metalico Inc. completed the acquisition of Pennsylvaniabased Goodman Services, Inc., a full service recycling company in the northwestern Pennsylvania and southwestern New York regions. In addition to scrap metal recycling, Goodman provides offsite material handling and packaging services. In February 2011, Schnitzer Steel Industries Inc. announced it was acquiring Seattle, Washington-based Ferrills Auto Parts (dba Pull A Part). The purchase includes three self-service facilities which will operate under the Pick-nPull brand. The transaction represents a new market for the companys Auto Parts Business and a platform for growth in the greater Seattle and Western Washington region. In January, Schnitzer announced the acquisition of State Line Scrap Co, Inc. Based in Attleboro, Massachusetts, the scrap metal recycler and exporter is expected to bring operational and commercial synergies to Schnitzers existing Northeast platform in Massachusetts and Rhode Island, expanding its supply network and production capabilities in the region. In February 2011, Ben Weitsman & Son Inc. and its subsidiary Update Shredding, LLC announced the pending acquisitions of Rochester, New York-based Genesee Scrap & Tin Baling Co. Inc. and Hazleton, Pennsylvania-based Brenner Recycling, Inc. Founded in 1915, Genesee is a full-service scrap metal collection, processing, and shredding operation handling ferrous and non ferrous metals. Its largest acquisition to date, Genesee is the predominant full service scrap metal recycling and auto shredding operation in the greater Rochester area. The acquisition of Brenner Recycling is expected to double the companys geographic coverage in the region. Founded in 1925, Brenner is a retail scrap metal and recycling company which grew from a used auto parts yard to become the largest scrap metal, paper, and cardboard recycler in the greater Hazleton area. Post-acquisition, Ben Weitsman has plans to change the nature of the business from essentially a retailer buyer of scrap metals to one that serves both retail and wholesale dealer business. According to company estimates, Ben Weitsman & Son Inc. is the largest privately owned scrap metal processor and recycling center on the east coast. The company has set the goal of reaching $1 billion in annual debt free sales by continuing to make acquisitions in its footprint. Ben Weitsman made three acquisitions in 2010, including New York-based Weinstein Scrap Metal Corp. and Liberty Scrap Metal Inc. and Towanda Iron & Metal Company in Pennsylvania, and is looking at further expansions in western New York, according to a company statement.

NOTABLE Q1 11 M&A ACTIVITY IN METALS RECYCLING & E-WASTE
In January 2011, PSC Metals Inc. announced the acquisition of St. Louis, Missouri-based Cashs Scrap Metal & Iron Co. Cashs has five scrap metal processing locations in St. Louis, St. Charles, and Sikeston, Missouri. The company also processes industrial, demolition, and obsolete metals. Also in January, PSC Metals acquired Ohio-based Mitco Trucking and Warmington Road Recycling Co. Mitco Trucking provides transportation solutions to recycled metals customers in Ohio and the Midwest. Warmington Road Recycling will serve as a feeder yard for PSC Metals shredders in Canton and Wooster, Ohio. The purchases mark PSC Metals first acquisitions since March 2008 when the company acquired Slippery Rock Salvage.

between public and private sector customers, respectively. Consideration consisted of $117 million in cash and earnout payments of $40 million upon the achievement of specified financial objectives, equating to a .7x - .9x revenue multiple and 6x-7x EBITDA multiple (estimate).
NOTABLE SELECTED Q4 10 TRANSACTIONS SOLID WASTE

In November 2010, Roark Capital Group announced it was investing $105 million in GFL Waste & Recycling Solutions Corp. of Pickering, Ontario. Formed in 2007, GFL handles solid waste through its National Waste Services subsidiary and liquid waste through subsidiary companies Enviro West Inc. and Direct Line Environmental Corp. The liquid waste business handles a wide variety of liquids, including oily waters, solvents, glycols, and waste oils. The companys operations in Ontario, Manitoba, Alberta, and British Columbia include four hauling companies, five solid waste transfer stations, eight liquid waste storage and treatment facilities, and one soil remediation site. GFL serves more than 400,000 residences and 8,000 businesses. GFL has enjoyed annual growth of between 40 percent and 50 percent since its inception, the company stated in a recent press release, and CEO Patrick Dovigi anticipates strong growth in the future. The capital infusion will enable GFL to pursue growth opportunities, including acquisitions. Dovigi indicated that the company remains focused on expanding within its existing footprint but would consider new markets, indicating that the U.S. market is within its sights. Roark Capital Group continues to pursue opportunities in solid and liquid waste. The private equity firm invested $100 million in Waste Pro USA Inc. in September 2009.
NOTABLE Q1 11 M&A ACTIVITY IN E&C / REMEDIATION

In March 2011, Shaw Group Inc. acquired Coastal Planning & Engineering Inc. (CPE), positioning Shaw as a leader in coastal restoration services. Based in Boca Raton, Florida, CPE offers a broad service offering that includes coastal modeling, oceanographic measurements, marine biology, geotechnical surveys, hydrographic surveys, and marine geology. Shaws existing project management capabilities and ports and harbors expertise, combined with CPEs coastal engineering services, will allow the company to capitalize on multiple opportunities, including restoration of the Gulf Coast, port expansions, and offshore energy support globally. The all-cash transaction valued at approximately $26 million. In February 2011, TRC Companies Inc. announced the acquisition of Alexander Utility Engineering, Inc. (AUE). Headquartered in San Antonio, Texas, AUE is a professional engineering and design firm that specializes in providing a range of services to the electric utility and communications utility markets. The purchase expands TRCs power engineering presence in Texas, which is an important market for the companys Energy segment. AUEs projected net service revenue for 2010 is approximately $3 million. Consideration consisted of a combination of cash, stock, and subordinated debt. The purchase of AUE marks the first acquisition for TRC since January 2005. In January 2011 Tetra Tech Inc. announced the acquisition of Fransen Engineering Ltd. Based in Vancouver, BC, Fransen is a front-end focused firm providing engineering and technical support to industrial clients, specifically in water treatment and tailings management for oil sands producers. The acquisition creates no overlap, as Tetra Tech has no exposure in the Canadian oil sands arena. The company believes the integration of Fransen with the size of Tetra Tech will enhance Fransens capabilities of winning larger, higher margin projects. Fransen generated approximately $27 million in revenue over the past 12 months, according to company estimates. The transaction was valued at approximately $22 million, according to analyst estimates. Transaction Multiples: ~.8x Revenue Tetra Tech completed five acquisitions in 2010, including the purchase of BPR Inc. in October 2010. BPR is a Quebec-based consulting and engineering firm focused on the water, energy, industrial, building, and infrastructure markets. Water-related projects represent approximately 65% of the business with important expertise in hydro-power generation. Revenue is split 60/40 percent
METALS RECYCLING & E-WASTE

In December 2010, Arrow Electronics Inc. completed the acquisition of e-cycler Intechra Group, LLC. Headquartered in Jackson, Mississippi, Intechra provides comprehensive end-to-end IT asset disposition, value recovery, and computer recycling services to businesses and governments. Total sales were approximately $75 million for the most recent fiscal year. Intechra was a portfolio company of Environmental Capital Partners and Emigrant Capital Corp., which acquired the company in August 2009. The cash purchase price was $101 million. Transaction Multiples: ~1.3x Revenue
E&C / REMEDIATION
In December 2010, private equity sponsor Tailwind Capital, in partnership with management, acquired Apex Companies, LLC, a leading national water resources and environmental services firm. Founded in 1988, Rockville, Maryland-based Apex provides a broad platform of environmental services, including stormwater system design, engineering and maintenance; ports, harbors and water system design and engineering; environmental remediation; industrial hygiene services; and general site assessment, regulatory compliance and environmental consulting work. The company employs over 300 professionals in its network of 24 offices throughout the United States.The transaction represents an exit for private equity sponsor Blue Point Capital Partners, which acquired the company in March 2006.
Spotlight On: Oil Collections & Re-refining

From collecting and reprocessing used engine oil to rerefining it for commercial and retail use, recycled oil has become a chic alternative in an environmental era, and industry participants are actively seeking ways to extract value in the supply chain.
In our spotlight on used oil collections and re-refining, we surveyed market participants, including oil recyclers and re-refiners, as well as private equity investors and lenders to the industry, asking them to provide insights into market trends that are driving growth and their outlook on M&A and its future role in industry expansion. Our findings revealed that current market dynamics underpin a healthy environment for increased investment activity as collectors look to build scale through acquisition and close the loop with re-refining integral to the collection and distribution strategy.
Green Oil: The Recycling Landscape

In the U.S., the larger regional players control a sizable share of the market in terms of gallons of used oil collected, with the remaining share fragmented among some 300 to 500 independent collectors, many of which are privately-held companies that operate in local or regional markets. Market leaders are platforms of both strategic and private equity investors:
SAFETY KLEEN
Largest used oil recycling and re-refining, parts cleaning, and environmental solutions company in North America Acquired Florida-based Atlantic Industrial Services in February 2009, one of the largest collectors and recyclers of used oil, oil filters, and antifreeze in the Southeast U.S. with 10 locations Acquired Illinois-based Gateway Petroleum Company in February 2009, a provider of used oil management services to customers in eastern Missouri and central and southern Illinois Private-equity backed by investment consortium led by Highland Capital Management
FCC ENVIRONMENTAL
Provides collection and treatment services for solid waste, hazardous waste, electronic waste, paper, metal, glass, and other specialized materials Formed with the acquisition of the Hydrocarbon Services Business from Siemens Corporation in 2008, then the second-largest oil waste management company with 38 processing facilities in 21 states in the Mid-Atlantic, Southeast, and South Central regions of the U.S. Purchase price of $182.5 million valued the business at 9x 2008 EBITDA and 1.3x 2008 revenues Parent is diversified environmental and construction services company Fomento de Construcciones y Contratas, S.A. based in Madrid, Spain
RAMPING UP INVESTMENT
Collectors liken the competitive landscape to the solid waste sector when it was in the early stages of consolidationhighly fragmented, with the opportunity, through horizontal integration, to build scale through tuck-in, route density acquisitions. Industry dynamics point to consolidation on the horizon, driven by improving business fundamentals, competitive pressures which favor merging to build scale and complementary service offerings, and pent-up demand from a largely dormant M&A market over the past two years. Longer-term, participants say the opportunity for collectors is vertical integration. The industry is trending toward re-refining, industry insiders said, and they see an increasing role for private equity in the expansion. In turn, investors looking at the industry say that re-refining makes economic sense based on the market dynamics today. Capital is coming into the business. It came in a few years ago to build what we are seeing now, commented Keith Yamada, a Partner at CIVC Partners. If oil prices remain at current levels, you will see capital invested, some of it through private equity, some of it through public equity, Yamada added. Collectors are becoming more sophisticated, and the industry is consolidating to where there are larger players that have the financial wherewithal to build re-refineries. We think there is an opportunity that has not been fully investigated by those with feedstock, commented one industry insider. The collections landscape in the U.S. is mature and competitive. Many of the mom and pops are no longer in business, and some of them have grown to a point where they may be at a crossroads in making the decision to expand into rerefining, the insider added. A natural progression for recyclers is to expand into re-refining. However, the skill sets and the barriers to entry to starting a collections business and those needed to start and operate a re-refinery are completely different, commented Scott Parker, Executive Director at NORA. Re-refining requires an engineering and process orientation whereas collections has much more of a relationship-orientationit is about building relationships within your collection network. Bridging that gap can be more important than technology. Feedstock should be a primary concern. Parker indicated that elements critical to re-refining are access to capital, consistency of feedstock, and operational maintenance, which requires a higher level of sophistication.
SOURCE: Capital IQ, Equity Research, Company Filings, and BGL Research.
THERMO FLUIDS
Largest producer of commercial fuel oil from recovered used motor oil in the Western United States (30 facilities across 17 states) Collects and purchases used motor oil from a large number of companies across a diverse range of industries, such as quick-lube centers, auto dealerships, mining operations, and industrial companies Reprocesses its collected used motor oil into a reprocessed fuel oil, which is sold as an alternative energy source to a variety of industrial customers or as feedstock to re-refiners Provides a portfolio of other environmental services as a one-stop solution to its used oil generator customers, including other essential services such as oily wastewater collection and processing, spent antifreeze collection and recycling, and used oil filter collection and disposal Completed seven tuck-in acquisitions over last five years, including acquisition of Bango Oils used oil collection business in January 2011 Acquired by private equity firm CIVC Partners through a leveraged buyout in June 2006
UNIVERSAL LUBRICANTS
Manufactures a diverse line of oils, greases, and other lubricating fluids for use in sophisticated engines and equipment. Offers a wide range of environmental services including used oil collection, used oil filter collection, used anti-freeze collection and a parts washers service program Operates 28 service and processing facilities in 14 central and southern states Backed by private equity sponsor Pegasus Capital Advisors
UNIVERSAL ENVIRONMENTAL SERVICES

Provider of used oil, used oil filters, and spent anti-freeze collection and recycling services to generators in 12 south eastern / south central states Operates 9 used oil collection/processing facilities which handle approximately 25 million gallons of used oil and other oily wastes per year Acquired by private equity firm MidMark Capital Partners through a leveraged buyout in March 2004

RAMPING UP INVESTMENT (CONTINUED FROM PAGE 7)
Opportunity exists for collectors to partner or merge to achieve the scale and financial wherewithal necessary to justify building a re-refinery. We have seen profitable 10 million gallon plants and unprofitable 20 million gallon plants, offered one private equity sponsor looking at the industry. When you get over 10 million gallons, you can make it work, the sponsor added. An ideal size for a re-refinery is 12 million gallons. It has a good payback and can get you through tough economic times, said Mark Williams, a Business Development Manager at Chemical Engineering Partners. When you begin looking at the size of the collectors, there arent many that are collecting that volume, but when you put two together, they are right at that number, Williams added. Securing the financing to build a re-refinery can present an obstacle given the level of capital investment required. Many collectors have never made an investment that large and navigating the financing markets post-financial crisis has been challenging. The project finance market largely went away during the credit crisis and is only slowly coming back with the reopening of the debt markets. In addition to the capital outlay requirements, a challenge for lenders is the lack of benchmarking data given the finite number of companies operating in the industry. Lenders are looking for proven technology, performance guarantees, and stability and predictability of contractual feedstock. To bridge the financing gap, operators might choose a two-phase strategy to get into the re-refining business, Williams told us, constructing a facility to scale as the business grows. A front-end process could be put in place to produce vacuum gas oil (VGO) and asphalt flux with utilities to support it and by generating sufficient capital from the business, the back-end hydrotreating system would later be added to the re-refinery to produce Group II base oil. Insiders say finding an adequate supply of quality feedstock may become a challenge going forward as additional re-refining capacity comes online. Collections is a highly regional business and geography dictates feedstock availability. Some argue that the feedstock is there but for a price. If you are trying to grow collections, you are not going out and finding new generators. You are taking them from someone who is already collecting their oil, which can be costly, said one industry insider. A collector that builds a re-refinery with capacity greater than its existing supply network will be surprised at how much it will cost to get the feedstock, particularly if used to a certain street price selling feedstock to industrial burners, offered a regional collector. To that end, industry participants will likely look to acquire rather than build the collections infrastructure organically. Once they get to scale, re-refiners may try to build the collection routes to feed their 15 million or 20 million gallon facilities, but that is hard market to market, ground level armed combat. At some level, they would love to be able to acquire a collector, offered Keith Yamada at CIVC Partners.
Green Oil: Closing the Loop

In the U.S., a number of market participants have completed facility expansions or have announced new capacity coming online to meet growing demand for re-refined oil. If re-refining is here to stay, investors say it is the closed loop strategy that will shape the direction of the industry.
SAFETY KLEEN
Largest re-refiner in North America with combined processing capacity of 140 million gallons In October 2010, broke ground on a $26 million expansion of its Breslau, Ontario re-refinery which will increase the facilitys annual processing capacity to 50 million gallons
EVERGREEN OIL
Began operations in 1984; integrated re-refiner Underwent second expansion in April 2010 to increase annual processing capacity to 23 million gallons Affiliate company Chemical Engineering Partners licenses re-refining process technology to third parties
HEARTLAND PETROLEUM
Launched 20 million gallon Group II base oil re-refinery in April 2009
UNIVERSAL LUBRICANTS
Launched 12 million gallon Group II base oil re-refinery in August 2009 Backed by private equity sponsor Pegasus Capital Advisors
HERITAGE CRYSTAL CLEAN

Provider of parts cleaning, containerized waste management, used oil collection, and vacuum truck services Filed IPO in March 2008 Re-refining is a primary growth strategy for HCCI. In March 2010, the company announced it was entering the re-refining business with plans for a refinery with an annual processing capacity of 50 million gallons, estimated to cost $40 million. Construction is underway, and the project is reported to be ahead of schedule; the company is forecasting the plant will be producing lube oil in late 2011 or early 2012. Re-refining revenues are projected to reach $90 million and will generate EBITDA margins of 20 percent when operating at full capacity. Acquired the Warrior Group in February 2011, adding used-oil collection volume of approximately 6.5 million gallons per year. With the acquisition, HCCI has a captive used oil supply of approximately 11 million gallons from its existing collections business. An opportunity for HCCI will be to acquire additional collectors to build its supply of feedstock. They are going to have to grow through acquisition, commented Mark Williams at CEP. It is easier to acquire than it is to put trucks on the street and try to take market share from other collectors. Then you face a price war and your economics are upside down.
NEXLUBE TAMPA
In February 2010. announced plans to construct 24 million gallon Group II base oil re-refinery Partnering with Italian company Viscolube S.p.A. on re-refining process technology
UNIVERSAL ENVIRONMENTAL SERVICES
All of the M&A opportunities seem to relate to, in some way, how people are going to build re-refineries.
Regional Oil Collector
In April 2011, announced plans to construct 30 million gallon Group II base oil rerefinery German strategic partner Avista Oil AG purchased equity interest in the company to support U.S. expansion strategy (Page 10).

RAMPING UP INVESTMENT (CONTINUED FROM PAGE 8)
Industry participants also see blenders playing a role in future industry consolidation. Blenders are manufacturing lubricant products so they are buying base oil. If they are selling it through their own distribution network, they are in touch with generators so there is the potential to expand into collections either through organic investment or acquisition. Wichita, Kansasbased Universal Lubricants (Universal) is an example of such a strategy. Universal began operations in 1929, manufacturing high performance lubricant products and now offers a broad range of environmental services, including used oil and filters collection and wastewater processing. The company received growth equity capital from private equity sponsor Pegasus Capital Advisors in May 2007. In October 2009, Universal completed the construction of a 12 million gallon Group II base oil re-refinery to pursue a closed loop collection and distribution strategy, the first of several facilities that will be constructed over the next few years, according to a recent company statement. There is opportunity for us to take our current collection footprint and expand our refining capacity in other desirable geographic areas, said John Wesley, CEO at Universal. We are actively looking for additional sites. We have the feedstock that we collect already to support a second and potentially a third site without having to go out and expand our footprint. Our collection history through several different business cycles should allow us to pursue this expansion strategy if we choose to do it, Wesley added.
COLLECTIONS MARKET OVERVIEW

Markets appear to be stabilizing again after a drop off in demand of roughly 10 percent in 2009, according to NORA. With the rebound in the economy, collectors are seeing volumes return and demand strengthen as automotive and industrial activity pick up and re-refiners come online looking for feedstock. More oil change franchises are converting the do it yourself (DIY) oil changers to do it for me (DIFM), and operators see that trend continuing. And near-term demand for re-refined oil is expected to increase given the recent run up in oil prices. Price is under pressure as volumes are recovering and re-refining demand has created a competitive market for used oil. Collectors say the business is a profitable one right now because the outlets for used oil have become more diversified. They are finding increasingly highpaying outlets for used oil as more re-refineries and VGO plants have come online and anticipate that demand will increase as the industry undergoes further expansion. Looking ahead, as they navigate a growing re-refining market, collectors are taking a closer look at their diversification strategy and are exploring partnership opportunities within the industry. The role of the collector market is as bright as it is today, commented Scott Parker at NORA. A strength for a collector is that they can become more diversified in who is a customer for their product. OUTLOOK Industry growth defined by gallons collected will likely remain flat or less than GDP growth, survey participants said. While volumes are showing signs of stabilization, collectors say they have not seen the rebound growth that was projected coming out of the recession and so are maintaining a modest growth outlook this year, defining growth by a topline that is flat to up 5 percent. NORA projects growth will remain flat in 2011, and forecasts annual growth of 2 percent thereafter as the economy recovers. Industry insiders emphasize that the issue of stagnant growth is overshadowed by the pricing dynamics in the energy markets and changes in distribution based on downstream re-refinery and VGO plants being put in place. Natural gas is unusually low in the U.S., which stole a profitable market from the used oil collection business. It required collectors to rethink the business model, offered a large regional collector. It is the reason people are getting into the re-refinery business. Your product becomes correlated with the price of a barrel of oil, not with the price of BTUs of natural gas, the collector added. REGULATORY ENVIRONMENT In March 2011, the EPA released the Resource Conservation and Recovery Act (RCRA) final rule on the identification of non-hazardous materials that are solid waste. According to the ruling, off-spec oil is now considered a solid waste and a limited number of industrial burner facilities with Section 129 Clean Air Act permits will be allowed to burn the off spec oil. Collectors say the resulting impact will likely be that a new blending business will need to be created to handle the off spec oil, indicating that the new requirement would be phased in over several years given the capital requirements necessary for compliance. Over time, some participants expect the industrial burner market will go away in form and substance, existing only as an outlet for off-spec oil, which has potential long-term ramifications on re-refining. If the government said you could not burn used oil as a fuel, there would be a line of people at my door wanting to build re-refineries, said Mark Williams at CEP. If legislation went a different way, it would change the whole marketplace, Williams added.
INDUSTRY IN BRIEF
RECYCLING MARKET OVERVIEW
By definition, recyclers take used engine oil and restore its lubricant value or they reprocess it so it can be used for energy. In addition to building scale and route density in their collections business, turnkey operators are finding increasing opportunities in complementary environmental services, from recycling used oil filters and anti-freeze to reclaiming oily waste water and parts washing. Re-refining takes used oil back into a virgin-like quality base oil that returns to the market as engine oil, a process deemed to be the best use of used oil by the EPA. In addition to the numerous environmental benefits of re-refiningconserves energy and resources, reduces environmental impacting emissions, and reduces toxic pollutionre-refined oil can be cleaned and re-used multiple times. Re-refining also has economic benefits. Re-refined products are tested to be equal to or better than oils manufactured with virgin base oils. We moved into re-refining because it is the highest value alternative that we see right now for this feedstock. It truly is a renewable energy source, said John Wesley at Universal Lubricants. Quality and consistency has improved with technology, so you have a product that is equal to or better than virgin base oil. Re-refined base oils have been approved for use in formulating premium motor oils, where in the past that did not exist, commented CEPs Mark Williams. Integrated re-refiners collect used oil, re-refine it through a dedicated refinery, and package the product for commercial and retail sales in a closed loop process.

INDUSTRY IN BRIEF (CONTINUED FROM PAGE 9)
RE-REFINING MARKET OVERVIEW
Re-refining is in the infancy stage of its growth cycle in the U.S., accounting for less than 10 percent of used oil recovered for recycling purposes. If you look at the number of gallons available to re-refine in the U.S. versus the number that is actually being re-refined today, there is quite an opportunity to grow, and to where it is not impacting the major oil companies, commented CEPs Mark Williams. And in todays rising oil price environment, the economics of re-refining appear attractive to investors looking at the sector. REGULATORY ENVIRONMENT There currently is no national legislation governing re-refining in the U.S. Legislation has been enacted on a state-by-state basis, with California setting precedent legislation with S.B. 546 which was signed into law in October 2009. S.B. 546 redirects used motor oil from burning and promotes re-refining by setting a per gallon financial incentive to encourage the development of expanded capacity for re-refining used oil. There is additional legislation pending to support the building of re-refineries in the form of incentives and tax rebates; however, to date re-refining has not been a focus of the government. We would love for the government to provide loan guarantees and equity contributions for re-refining, but right now it does not fit into any of their programs very well, said one collector, adding, We have heard of people qualifying but are not aware of anyone who has drawn down on any government programs to build a re-refinery. CEPs Mark Williams commented, There is a good enough return in the industry that government support is not necessarily needed. Is it something that would push people into itmaybe. I think the industry will get there before the government gets involved, Williams added. EYE ON EXPANSION Re-refining capacity in the U.S. is expected to grow from 210 million gallons in 2010 to over 300 million gallons by 2013, according to NORA, which does not include four known capacity additions to be announced over the next 24 months. Gaps in several U.S. geographies are being targeted for rerefining capacity expansion, with key opportunities in the South, Southeast, and Northeast. According to NORA, planned expansion in the Southeast and Midwest is expected to add an estimated 100 million gallons in re-refining capacity by 2013. Industry insiders also referenced additional capacity expansions in the Northwest and central U.S. It is not inconceivable that a large private equity fund could look at acquiring several facilities or build one and replicate it in various geographies around the country, offered a private equity sponsor in our survey. It makes sense to do thatto be another Safety-Kleen, the sponsor added. In April 2011, Universal Environmental Services, LLC (UES) announced a strategic partnership with Avista Oil AG (Avista), whereby Avista acquired an equity interest in UES, with the intent to grow UES used oil collection business and construct a re-refining plant located in Peachtree City, GA. Current plans call for the construction of a 30 million gallon capacity plant to produce high quality base oils. Extensive due diligence was undertaken to identify the strategic partner to pursue its expansion strategy. We completed a broad canvassing of the global market in terms of re-refining technology and visited a majority of the used oil refineries, with the exception of those operating in Asia and the Middle East. This was a process that extended over a two-year period, commented Matthew Finlay, a managing director at MidMark Capital, private equity investor in UES. On why Avista was the right strategic partner, UES CEO John Redmond offered, As one of the largest collectors and re-refiners of used oil in Europe, Avista brings extensive experience in the used oil collections business, superior process engineering and technology know-how, and expertise in the global hydrocarbon markets. Redmond added, Avista owns and operates two successful used oil refineries, so they are not just collecting oil or building the plants, they have experience running them. And they produce both base oil and finished lubricants, so they are a fully-integrated provider. The partnership will facilitate a sharing of both financial and strategic resources to pursue a closed loop strategy in the U.S., leveraging UES extensive used oil collections network in the Southeast.
Used Oil Disposition in the U.S.

Recycled and re-refined 7%
U.S. Re-refining Capacity

120 350 300 250 Capacity Additions 80 Total Capacity 200 60 150 40 100 20 50 0 1986 1991 2004 Total Capacity 2006 2009 2010 VGO, Other 2012 2013 100
Other use 3%
Not collected 14%
Consumed in operations 33%
Recycled and burned as fuel 43%
0
Source: Klein & Company, Global Used Oil 2009 Market Analysis & Opportunities.
Group II Base Oil
Source: NORA and BGL Research.
10

INDUSTRY IN BRIEF (CONTINUED FROM PAGE 10)
LOOKING AHEAD The biggest challenge for re-refiners will be access to economically viable feedstock. The most valuable used oil that re-refiners can collect is the oil generated closest to their facilities. There is no value in re-refining if the feedstock costs more than virgin oil, said one insider. Regardless of how efficient processes are, if the competitive landscape causes a run up in the price of feedstock, and it ends up costing more than the base oil output, re-refining could be a losing proposition unless the industry can hit a homerun convincing consumers that environmentally-friendly green products are the way to go, commented John Wesley at Universal Lubricants. To that end, industry insiders say a major developing trend in the industry will be the move by base oil re-refiners toward blending and packaging finished product. The real opportunity and ultimately where the value is going to be had, some insiders say, will be in creating a business to consumer brand. Wesley offered this perspective, Our business and investment decisions are all geared toward what is the highest value for our end products and end marketsand that highest value today is packaged motor and engine oils. There is not an obvious higher value than taking used oil and converting it into new products sold back to businesses and consumers. Wesley has a background in sales and marketing, having spent 25 years with Valvoline prior to coming on as CEO at Universal Lubricants. Wesley said that he is the first executive to be brought on to run a re-refinery with experience in the consumer packaged goods/branded oil business. Recent industry developments support that trend: Safety Kleen, the industrys largest collector and re-refiner, announced in April 2011 the appointment of former Ashland Distribution executive Robert Craycraft as CEO. Insiders say Craycraft will likely concentrate efforts on building Safety-Kleens consumer branded distribution, which had historically not been a major strategic focus. Also in April, Valvoline announced the launch of its new environmentallyfriendly Next Generation (NextGen) branded recycled oil product, which is expected to go a long way in educating the public on the benefits of green oil alternatives. Industry insiders expect Valvoline will leverage a heavy ad spend budget to promote the new category. I would expect that if Pennzoil and Castrol follow suit with their own green brands sometime in 2011 or 2012, that there will be a high demand for our base oils, particularly for products like our Eco-Ultra, which is positioned as a better value alternative to the major brands, Wesley commented. That provides a tremendous amount of upside over burning the feedstock or making base oil and selling those to third parties because the highest value is self-consumption and self-branding. And that is what we are working toward. Valvoline is credited with creating categories within the lubricant business, and by creating this green category, the company is going to help drive environmental awareness, industry participants say. By getting the green consumers coming in to retailers and service installers demanding green motor oils and green engine oils, the industry will hit a homerun. We are not there yet, but I think we are going to get to that point, Wesley said.
Interview with Chemical Engineering Partners

Mark Williams Business Development Manager, CEP
Evergreen Oil, Inc.
Based in Irvine, California, Evergreen Oil, Inc. (EOI) is a pioneer in the re-refining industry, having successfully operated its state of the art re-refinery since 1986. The company completed an expansion in April 2010 bringing annual processing capacity to 23 million gallons (17 million gallons re-refined oil). Evergreen produces API certified Group II base oils. Chemical Engineering Partners (CEP) is a leading process technology and design firm in the re-refining industry. The company is an affiliate of Evergreen Oil and licenses the re-refining technology developed at EOI to third parties. CEP has designed re-refineries around the world. In 2009, the company commissioned three plants in the U.S. and Europe, including Heartland Petroleum and Universal Lubricants in the U.S. One of the things we can say is our technology has been operating at Evergreen Oil for almost 25 years. And we have designed plants around the world that are still operating and producing quality base oils. The technology is proven. BGL: Global demand for re-refining is growing. Where do you see the greatest opportunities? The markets with the most signficant growth opportunities in re-refining are the United States, South America, and Asia. The opportunities in the U.S. are abound just because the industry is young. Despite having the highest per-capita lube oil consumption in the world, the U.S. lags other developed countries in re-refining capacity. For example, the re-refining market in Europe is mature, and re-refining capacity is four times the level in the U.S., so there is significant opportunity for growth. If the U.S. went the way Europe has gone, there is a lot of re-refining capacity to be built. Brazil is a leader in environmental initiatives and is the only country where used oil must be re-refined by law. There is a significant opportunity for used oil collectors because they can produce a product that there is a demand for because today that product is being imported. It is coming from the United States, or it is coming from Europe. We recently started a large project with The LWART Group in Brazil. The LWART Group is regarded as the largest company in South America in the field of collecting and re-refining of used oil. When the facility is finished, it will be the first Group II base oil plant in South America. The facility will be state of the art and the largest facility designed by CEP. In China, there is some re-refining but not to the sophistication of that in the U.S. The challenge there is getting enough used oil to justify a plant. BGL: What are the primary challenges for re-refining on a global scale? The biggest challenge is getting used oil feedstock to supply the re-refinery. It is challenging in some countries because the quality of the oil is so poor. The maturity of the used oil collection system also becomes an issue and can be even more of a challenge in the developing countries because there are no collection systems. Used oil may not be collected at all. Developing the collections infrastructure can often be more challenging than building the re-refinery. Typically in a smaller country the government needs to get involved. Regulations and enforcement of those regulations help with the feedstock, and sometimes it is government support that helps fund the projects. In certain areas, the government even facilitates collection centers. That is what it takes to build that collections infrastructure in some countries.
11
Industry Valuations
Solid Waste (Non-Hazardous)
8.50x 8.25x 8.00x 7.75x 7.50x 7.25x 7.00x 6.75x 6.50x 6.25x 6.00x 5.75x Q108 Q208 Q308 Q408 Q109 Q209 Q309 Q409 Q110 Q210 Q310 Q410 Q111 EV/EBITDA EV/Revenue 8.0x 2.0x 8.0x 2.0x 7.7x 1.9x 7.4x 1.8x 7.6x 1.8x 7.5x 1.8x 7.5x 1.8x 7.6x 1.9x 7.6x 1.9x 7.5x 1.9x 8.1x 2.0x 8.3x 2.1x 8.2x 2.1x 2.75x 2.50x 2.25x 2.00x 1.75x 1.50x 1.25x 1.00x 0.75x 0.50x 0.25x 0.00x
Metals Recycling & E-Waste

22.00x 20.00x 18.00x 16.00x 14.00x 12.00x 10.00x 8.00x 6.00x 4.00x 2.00x Q108 Q208 Q308 Q408 Q109 Q209 Q309 Q409 Q110 Q210 Q310 Q410 Q111 EV/EBITDA EV/Revenue 9.7x 13.2x 6.6x 0.8x 1.1x 0.5x 4.3x 0.3x 6.7x 12.6x 13.6x 14.7x 21.5x 14.0x 8.7x 10.2x 9.3x 0.2x 0.4x 0.6x 0.7x 0.8x 0.5x 0.5x 0.6x 0.5x 1.20x 1.10x 1.00x 0.90x 0.80x 0.70x 0.60x 0.50x 0.40x 0.30x 0.20x
Special Waste (Hazardous)

22.00x 20.00x 18.00x 16.00x 14.00x 12.00x 10.00x 8.00x 6.00x 4.00x 2.00x 0.00x Q108 Q208 Q308 Q408 Q109 Q209 Q309 Q409 Q110 Q210 Q310 Q410 Q111 EV/EBITDA EV/Revenue 15.1x 15.9x 13.1x 10.1x 9.7x 11.1x 12.1x 12.2x 10.6x 9.7x 2.6x 2.6x 2.3x 1.8x 1.5x 1.8x 1.8x 1.9x 1.9x 1.8x 9.6x 10.4x 11.4x 1.9x 2.0x 2.2x 2.75x 2.50x 2.25x 2.00x 1.75x 1.50x 1.25x 1.00x 0.75x 0.50x 0.25x 0.00x
E&C/Remediation
20.00x 18.00x 16.00x 14.00x 12.00x 10.00x 8.00x 6.00x 4.00x 2.00x 0.00x Q108 Q208 Q308 Q408 Q109 Q209 Q309 Q409 Q110 Q210 Q310 Q410 Q111 EV/EBITDA EV/Revenue 13.0x 13.2x 9.4x 0.7x 0.8x 0.7x 8.2x 0.6x 7.3x 0.5x 8.3x 0.7x 7.5x 0.6x 7.6x 0.6x 7.4x 0.6x 6.8x 0.5x 6.7x 0.5x 7.2x 0.6x 7.5x 0.6x 1.00x 0.90x 0.80x 0.70x 0.60x 0.50x 0.40x 0.30x 0.20x 0.10x 0.00x
BGL Environmental Services indices defined on Page 13. *Figures include latest reported earnings for index constituents. Q1 2011 earnings had not been released for all companies by publish date. SOURCE: Capital IQ.
12
Industry Valuations
($ in millions, except per share data) Company Name SOLID WASTE (NON-HAZARDOUS) Waste Management, Inc. Republic Services, Inc. Veolia Environnement S.A. Waste Connections Inc. IESI-BFC Ltd. Casella Waste Systems Inc. WCA Waste Corporation Median Mean SPECIAL WASTE (HAZARDOUS) Veolia Environnement S.A. Stericycle, Inc. Clean Harbors, Inc. Covanta Holding Corporation Newalta Corporation EnergySolutions, Inc US Ecology, Inc. Heritage-Crystal Clean, Inc Perma-Fix Environmental Services Inc. Median Mean METALS RECYCLING & E-WASTE Sims Metal Management Limited Schnitzer Steel Industries Inc. Interseroh AG Metalico Inc. Industrial Services of America, Inc. Median Mean E&C / REMEDIATION URS Corporation AECOM Technology Corporation Shaw Group Inc. Tetra Tech Inc. Arcadis NV Great Lakes Dredge & Dock Corporation TRC Companies Inc. Median Mean Country United States United States France United States Canada United States United States Ticker NYSE:WM NYSE:RSG ENXTPA:VIE NYSE:WCN TSX:BIN NasdaqGS:CWST NasdaqGM:WCAA Current % of Market Enterprise TTM Enterprise Value / Total Debt/ TTM Stock Price (1) 52W High Capitalization (2) Value (3) Revenue EBITDA EBITDA Revenue $37.92 29.91 22.19 30.20 25.02 6.54 6.04 $25.02 $22.55 $22.19 89.70 103.56 17.50 13.12 5.56 18.02 15.93 1.48 $17.50 $31.90 $17.75 63.26 51.98 6.07 10.44 $17.75 $29.90 $45.07 26.76 35.45 24.50 16.90 7.64 5.15 $24.50 $23.07 98.3% 90.8% 83.8% 98.1% 98.6% 78.9% 99.5% 98.1% 92.6% 83.8% 96.4% 97.1% 92.7% 96.0% 71.7% 97.5% 85.4% 62.2% 92.7% 87.0% 75.8% 91.1% 100.0% 85.6% 49.3% 85.6% 80.3% 84.6% 86.6% 85.2% 90.2% 93.1% 85.6% 96.3% 86.6% 88.8% $18,017.5 11,376.9 10,757.4 3,430.0 3,020.6 172.1 142.9 $3,430.0 $6,702.5 $10,757.4 7,660.0 2,733.8 2,598.7 636.3 493.5 330.0 228.4 81.5 $636.3 $2,835.5 $3,645.7 1,738.7 511.5 287.5 68.7 $511.5 $1,250.4 $3,634.0 3,177.1 3,015.4 1,526.2 1,116.5 449.0 139.8 $1,526.2 $1,865.4 $26,739.5 18,029.4 28,986.9 4,359.1 4,267.6 734.5 374.5 $4,359.1 $11,927.4 $28,986.9 8,699.5 2,707.2 4,871.5 917.8 1,166.5 386.6 206.7 92.9 $1,166.5 $5,337.3 $3,674.8 2,016.8 607.6 410.0 112.3 $607.6 $1,364.3 $3,846.9 4,015.2 2,413.3 1,603.9 1,342.8 580.4 131.1 $1,603.9 $1,990.5 2.1x 2.2x 0.8x 3.3x 3.0x 1.4x 1.6x 2.1x 2.1x 0.8x 6.0x 1.6x 3.1x 1.6x 0.7x 3.7x 1.8x 1.0x 1.6x 2.3x 0.5x 0.7x 0.3x 0.7x 0.3x 0.5x 0.5x 0.4x 0.6x 0.4x 1.1x 0.7x 0.8x 0.6x 0.6x 0.6x 8.3x 7.3x 7.8x 10.3x 10.5x 6.9x 7.1x 7.8x 8.3x 7.8x 19.6x 8.9x 11.7x 8.5x 6.9x 12.5x 21.2x 8.6x 8.9x 11.7x 10.7x 9.0x 11.5x 8.1x 6.4x 9.0x 9.1x 5.5x 8.8x 7.0x 9.6x 8.2x 5.3x 25.8x 7.6x 7.4x TTM Margins Gross EBITDA
2.8x $12,515.0 37.5% 25.9% 2.7x 8,106.6 41.2% 30.6% 5.7x 34,786.6 17.8% 10.7% 2.2x 1,319.8 43.2% 32.0% 3.1x 1,429.8 41.3% 28.6% 5.1x 533.9 32.9% 20.7% 4.4x 229.5 28.1% 23.0% 3.1x $1,429.8 37.5% 25.9% 3.7x $8,417.3 34.6% 24.5% 5.7x 2.5x 0.9x 5.7x 2.6x 5.4x 2.0x 0.0x 0.9x 2.5x 2.9x 0.4x 1.5x 2.8x 2.5x 2.6x 2.5x 2.0x 1.1x 2.8x 4.7x 0.9x 2.5x 1.7x 2.0x 2.0x 2.2x $34,786.6 17.8% 10.7% 1,439.4 49.0% 30.9% 1,731.2 30.1% 17.6% 1,582.3 40.6% 26.3% 576.2 31.6% 18.7% 1,752.0 13.3% 8.9% 104.8 37.4% 29.6% 112.1 72.5% 8.7% 97.8 21.1% 11.1% $1,439.4 31.6% 17.6% $4,686.9 34.8% 18.0% $8,021.4 16.0% 2,739.6 12.1% 1,939.9 12.4% 553.3 13.8% 343.0 8.0% $1,939.9 12.4% $2,719.4 12.5% $9,177.1 8.3% 7,001.2 6.5% 6,684.8 8.3% 1,522.3 19.3% 2,002.8 19.9% 686.9 17.9% 236.8 15.2% $2,002.8 15.2% $3,901.7 13.6% 4.1% 8.0% 2.7% 9.1% 5.1% 5.1% 5.8% 6.9% 6.1% 5.0% 11.0% 8.5% 16.0% 2.1% 6.9% 7.9%
France United States United States United States Canada United States United States United States United States
ENXTPA:VIE NasdaqGS:SRCL NYSE:CLH NYSE:CVA TSX:NAL NYSE:ES NasdaqGS:ECOL NasdaqGM:HCCI NasdaqCM:PESI
United States United States Germany United States United States
ASX:SGM NasdaqGS:SCHN XTRA:ITS AMEX:MEA NasdaqCM:IDSA
United States United States United States United States Netherlands United States United States
NYSE:URS NYSE:ACM NYSE:SHAW NasdaqGS:TTEK ENXTAM:ARCAD NasdaqGS:GLDD NYSE:TRR
NOTE: Figures in bold and italic type were excluded from median and mean calculation. (1) As of 4/8/2011. (2) Market Capitalization is the aggregate value of a firm's outstanding common stock. (3) Enterprise Value is the total value of a firm (including all debt and equity). Source: Capital IQ.
13
Industry Valuations
Index Performance
Environmental Services
130
110
90
70 Apr-10
May-10
Jul-10
Aug-10
Oct-10
Nov-10
Jan-11
Feb-11
Apr-11
BGL Solid Waste BGL Metals Recycling & E-Waste
BGL Special Waste BGL E&C / Remediation
Market
115
105
95
85 Apr-10
May-10
Jul-10
Aug-10
Oct-10 S&P 500
Nov-10 DJIA
Jan-11
Feb-11
Apr-11
Index: April 8, 2010 = 100.
Source: Capital IQ.
14
Appendix. Global M&A Deal Highlight

Applus+ acquisition of Velosi
December 2010: Applus+, Spains leading testing and certification company, launched a public offer valuing AIM quoted Velosi at 100 million. Velosi is the leading provider of testing and certification services to the oil industry in emerging countries around the world. Prior to the announcement of the public offer, Applus+ had obtained acceptances from shareholder representing 51% of outstanding shares of Velosi with 94% of shareholders accepting the offer after an extended offer period, Applus+ will exercise its rights to delist the company and effect a compulsory purchase of the remaining shares. Applus+ is owned by the blue chip private equity firm, Carlyle. Socios Financieros, Global M&A Spain, advised Carlyle and Applus+ together with UK Global M&A partner, Execution Noble on the acquisition.
Velosi Limited Applus/The Carlyle Group

Public Take over on AIM of Velosi Limited Global M&A Spain and Global M&A UK advised Applus on all aspects of the successful Public Offer
TCI BPO acquisition of RH Build Up, Brazilian subsidiary of Edenred (formerly Accor Services)
November 2010: Brazilian business outsourcing company TCI BPO acquired 91.25% of RH Build Up. The company acquired from Edenred (formerly Accor Services) is specialized in HR management outsourcing , which involves services from the admission of a new employee up until its termination, including payroll processing. The transaction was closed on November 25, for an undisclosed amount. For TCI, the transaction complements and strengthens its shared services product offering and will contribute to a remodeling of the business processes of the organizations. About TCI BPO Exclusive advisor to the seller TCI BPO offers its clients complete BPO solutions, which result in improvements in the quality and cost reductions through the improvement of operations which are not considered core for TCIs clients businesses. TCI is the only company with national coverage in Brazil with integrated logistics for ECM, ITO, SCM and HRO. TCI employs advanced methods and technologies to provide its broad range of clients (in various private and public sectors) with quality services. Vergent, Global M&A Brazil advised Edenred (formerly Accor Services, world leader in prepaid corporate services in the transaction
RH Build Up TCI BPO

Sale of RH Build Up, Brazilian Payroll processing company to Brazilian BPO group TCI BPO
Global M&A Deal Highlight

Accent Equity acquires stake in new Nordic ground handling services Group - Aviator Airport Alliance is formed, based in Norway and Sweden
December 2010: The Accent Equity 2008 investment fund is acquiring a stake in a new constellation of Nordic companies in the ground handling services sector. The new Group, called Aviator Airport Alliance, includes the Norwegian companies Rros Flyservice and Norport Handling and the Swedish company Nordic Aero. Accent Equity 2008 holds a 50% stake in the company, while the founders of the three member companies and the company management own the remaining 50%. The new Group has an annual turnover of NOK 1 billion and 1,250 employees with customers among most of the airlines active on the Nordic market. Operations are conducted at some 20 airports in Norway, Sweden, Denmark and Finland. Customers include Air Baltic, Air France, Amapola, British Airways (BA), Finnair, KLM/AF, Malm Aviation, NextJet, Norwegian Air Shuttle, Ryanair, Qatar Airways, Skyways and Thomas Cook. Rros Flyservice offers a wide range of services to a number of customers at nine airports in Norway: Rros (RRS), Oslo Gardermoen (OSL), Trondheim (TRD), Troms (TOS), Kristiansand (KRS), Bod (BOO), Bardufoss (BDU), lesund (AES) og Molde (MOL). Rros Flyservice has annual sales of approximately NOK 350 mill, handling approximately 56.000 flight movements and around 11 mill passengers per year. The company has approximately 500 employees. Norport Handling offers a wide range of services to a number of customers at Bergen Airport, Stavanger Airport, Rygge Airport, and Haugesund Airport, Karmy. Norport Handling handles both airlines as well as helicopter companies. Norport Handling has annual sales of approximately NOK150 mill, handling approximately 30.000 flight movements and around 4.5 mill passangers per year. The company has approximately 320 employees. Nordic Aero has traditionally focused on ramp and passenger handling services, aircraft cleaning (exterior and interior), and de-icing. Nordic Aero offers a wide range of ground handling services at Stockholm Arlanda Airport and Gothenburg Airport, and passenger handling services at the airports in: Jnkping, Kristianstad, Halmstad, Norrkping, Visby, Umea and Lule. Nordic Aero has annual sales of approximately NOK 300 mill and about 800 employees. Saga Corporate Finance / Global M&A Norway initiated the process by approaching the owners of Rros Flyservice and Norport Ground Handling to discuss and plan a potential joint sales process. During the transaction preparation phase of the two Norwegian companies Global M&A Norway and Global M&A Sweden approached the Swedish company Nordic Aero, inviting the owner of the leading independent Swedish ground handler to take part in the consolidation and the establishment of a new market leading ground handling group in the Nordic region. Rros Elyservice Norport Handling Nordic Aero
Accent Equity
Constitution of a new Nordic ground handling services group with about present in about 20 airports in Norway Sweden and Finland Exclusive advisor to the sellers
Appendix Sampling of Business Services Deals
THE GLOBAL M&A BUSINESS SERVICES TEAM
Corporate Finance Experts from Your World
APPENDIX: The Global

Business Services Team Leader
M&A Business Services Team
Vronique Zeid-Maurel is Global M&A Business Services team leader with18 years experience as M&A deal maker specializing in cross border transactions. Selection of cross border deals closed: Acquisition by MBO team of POLYMARK (France/UK, sale & installation of laundry equipment); sale of French subsidiary HONEYWELL Scurit & Tlsurveillance to CERBERUS SIEMENS; sale of TEAMWORKS (IT Services, Austria) to ALTRAN; sale of KNIGHTS SERVICES (cleaning services, Ireland) to PENAUILLE POLYSERVICES; sale of ORION ENGINEERING (high added value engineering advisory services, Netherlands) to ALTEN.
FRANCE Vronique Zeid-Maurel

Senior Partner
Education: Sorbonne Paris IV, Foreign Languages Applied to Economics Email: vzeid-maurel@globalma.com
Business Services Team Members

Vernica Klammer joined the Buenos Aires based company in March 2006. Previously, Ms. Klammer was a banker at Citigroup/Citibank N.A., where she worked for five years, participating in transactions in the areas of debt restructurings, M&A advisory, private and multilateral debt structuring, syndicated loans and acquisition finance such as the purchase of Hylsamex by Grupo Techint. Prior to joining Citibank, Ms. Klammer worked at Accenture for two years as a financial analyst in the Business Consulting Unit Education:
ARGENTINA Vernica Klammer EN

Vice President
Certified Public Accountant, Universidad Catlica Argentina; Bachelor Degree in Business Administration, Universidad Catlica Argentina (Valedictorian 1998); Postgraduate Degree in Marketing, Universidad de San Andrs (2004).
Email: vklammer@globalma.com
AUSTRALIA Bill Beerworth

Managing Director
Bill Beerworth is an Investment Banker with a background in Corporate Law. He held a number of senior positions before establishing the Sydney based company 20 years ago, including Executive Director of HSBC Bank Australia and Managing Director of HSBC Bank Australia Corporate Finance and Senior Partner of Mallesons Stephen Jaques, one of Australias leading law firms, where he specialised in corporate law, particularly in Mergers & Acquisitions and Equity Capital Markets. Bill has been Chairman or a Director of a number of successful listed companies. He is currently Chairman of Contango Capital Partners Limited, a listed funds management holding company. Education: BA LLB (Sydney), LLM SJD (Virginia), MCOM (NSW), MBA (Macquarie) Email: bbeerworth@globalma.com
Quintin Althann is an Associate at the Wien based company. He has significant experience in balance sheet and market analysis as well as in research and consulting activities. He has also assisted numerous acquisitions and other transactions. Quintin is an active member of the Global M&A Business Services and CEE Teams. Prior to joiningthe company, Quintin worked for Civitas International Management Consultants and the Swiss Private Bank Ehinger & Armand von Ernst.
AUSTRIA Quintin Althann

Associate
Education: Bachelor of Business Administration, Webster University, Vienna Email: qalthann@globalma.com
Roman Osipov has six years experience in investment consulting. Roman joined the Minsk based company in 2002 as an analyst. He became head of the Financial Advisory department by the end of 2005. He worked closely on the financial advisory of leading private Belarusian companies, advised EBRD and HeidelbergCement AG. In 2006-2007 Roman was a member of the team responsible for M&A advisory of Delta-Bank (Ukraine), GetIn Holding (Poland), and individual investors in their acquisitions of stakes in Belarusian banks and insurance companies.
BELARUS Roman Osipov

Director of Investment and Financial Advisory
Education: Masters degree in International Business, Belarusian State Economic University; CFA candidate Email: rosipov@globalma.com
Benoit Roose has over 20 years of experience advising on international acquisitions and divestitures. Previous experience in Belgium, Germany, France and North Africa in reorganizing commercial and industrial groups, and in launching new ventures. He is a founder of the Brussels based company Education: Master of Economics, University of Bonn and Cologne, Germany; Post-Graduate in Business Administration, Solvay Brussels School of Economics and Management, Belgium
BELGIUM Benoit Roose

Managing Partner
Email: broose@globalma.com
Antonio Baptista founded the Porto Alegre based company in 1994. Prior to that, he was Vice President of one of the leading Brazilian leather and shoe groups for 18 years. He was also a corporate finance and strategic planning consultant for seven years. Antonio has experience in acquisitions, IPO and corporate finance. Education: Business Administration, Federal University of Rio Grande do Sul
BRAZIL Antonio Baptista

Principal
Email: abaptista@globalma.com
Mrcio Fiuza is one of the founding partners of the So Paulo based firm. From 1997 through 2001, Mr. Fiuza worked for Bear, Stearns & Co. Inc., one of the leading Wall Street investment banks in New York where he was a Vice President at the Global Communications group. Business Services segment experience include the purchase by Bourbon of the 50% it did not already own in Delba Martima Navegao,maritime services to the offshore oil sector in Brazil, valuation of Brazilian contact center company ASK!, buy-side target identification in the collection agencies segment as well as sell-side experience in payroll processing BPO segment. Education:
M.Sc. Engineering; MBA Wharton School of the University of Pennsylvania
BRAZIL Mrcio Fiuza

Partner
Email: mfiuza@globalma.com
Mr. Larivieres work experience includes several years for RBC Royal Bank as corporate credit advisor, as well as institutional asset management with UBS Global asset management and Landsbankinn Island. Prior to joining the Montreal based company, Mr. Lariviere founded AJP financial a boutique financing advisory firm which focused on non traditional banking credit solutions for the Canadian midmarket. Mr. Lariviere has been involved in equity & debt financing as well as M&A transactions for his clients.
CANADA Jean-Patrick Larivire

Partner
Education: Bachelor degree, finance major, University of Mount-Allison
Email: jplariviere@globalma.com
Luis David joined Guatemala based company in 1998. He has several years of experience in the banking and financial sectors in the Central American region. He is currently on the Board of Directors of GE-BAC (Banco de America Central) and Credomatic. He has been responsible for closing several deals in the Central American Region, Mexico, USA and Europe including leverage buyouts, management buyouts, mergers, acquisitions, debt restructuring, strategic alliances and private equity placements. Education:
CENTRAL AMERICA Masters Degree in Banking and Finance, Giordano Dellamore Institute in Milan, Italy; B.S. in Business Administration, Luis David
Universidad Francisco Marroqun, Guatemala Email: ldavid@globalma.com Managing Director
Carlos Taborga Ibargen has 20 years of experience in top executive positions and 10 years experience in restructuring and turnarounds. He joined the Santiago based firm in January 2007. Previously, he was CEO of Matreq (Caterpillar Dealership) in Bolivia, General Manager of Ferrocarriles Andinos in Bolivia, General Manager of Morgan Impresores in Chile, and former Undersecretary of Finance in Bolivia. He is a Board member of Empresa Electrica Valle Hermoso. Education: BS and MBA, Babson College, USA Email: ctaborga@globalma.com
CHILE Carlos Taborga Ibargen
Before founding the Bogota based firm in 2001, Mr. Vargas was a managing director with ING Barings responsible for the corporate and investment bank in Colombia. Mr. Vargas joined Baring Securities in 1994 as Head of the Andean Pact Region and was subsequently appointed as President and CEO for the merged operations of Barings and ING Colombia on January 1997. Before joining ING Barings, Mr. Vargas acted as founding CEO of Proexport Colombia and previously he was Head of the External Financing and Foreign Reserves Department at the Colombian Central Bank (Banco de la Repblica).
COLUMBIA Bernardo Vargas

Partner
Education: MBA, Columbia University; Economics BA and MS candidate, Universidad de Los Andes, Bogot, Colombia Email: bvargas@globalma.com
Adam Blecha has been working in the field of M&A since 1994. Before founding his own M&A company, he worked for Corporate Value Associates, an English-French strategic consulting company as well as for Credit Lyonnais (now CALyon), in the internal M&A department in Paris.
Education:
Adam Blecha graduated from HEC (Hautes Etudes Commerciales) in Paris
CZECH REPUBLIC Adam Blecha

Managing Partner
Email: ablecha@globalma.com
Prior to joining the Denmark based company, Peter Sgaard was a Director at Booz.Allen & Hamilton Corporate Finance, Director at PricewaterhouseCoopers Financial Advisory Services, Area Manager for Industrialisation Fund for Developing Countries and Vice President of BG Bank Investment Bank. Education: Master of International Economics and Management, Copenhagen Business School; Bachelor of Law, University of Aarhus
DENMARK Peter Sgaard

Managing Partner
Email: psogaard@globalma.com
Karla Polli is a founding partner of the Tallin based firm. Immediately prior to establishing the company he was member of Danske Banks Corporate Finance team and prior to that member of KPMG Estonia Corporate Finance team. With 11 years of experience in corporate finance, Karla has advised several M&A and capital raising transactions including some of the biggest private deals ever closed in Estonia. Education: B.A., Corporate Finance and Economics, Tartu University
ESTONIA Karla Polli

Partner
Email: kpolli@globalma.com
Antti Kemppainen is a Partner at the Helsinki based company. Previously, he worked at Mandatum & Co since 1998, most recently working as an Associate Director from 2000-2003. He has eleven years of experience in investment banking. Education: M.Sc. Economics; MBA Email: akemppainen@globalma.com
FINLAND Antti Kemppainen

Partner
Faisal set up the Middle East based company in 1994 having spent several years with Andersen & Co. as the Middle East managing partner for corporate finance. With an extensive network of contacts in the region, Faisal has successfully closed many medium- to largesize transactions for clients in various industry segments, and has particular expertise in the arena of private placements and public offerings. Education: M.B.A. University of Vermont; M.S., Accounting, University of New GULF COUNTRIES Haven; Certifications: CVA, CMEA, CM&AA, ASA, CFC, CPES
& YEMEN Faisal Al Sayrafi

CEO & Managing Director
Christian joined the Dsseldorf based firm in 1995. He led domestic and cross border transactions in various industries, in particular business services, automotive, mechanical engineering and food & beverages. Since 2006 he is head of Global M&As sector team Industrials and an active member of Global M&As business services team. Selection of transactions: Acquisition of Skyworks (design and rental of professional access equipment (scaffolds, ladders), acquisition of Edutec (eLearning solutions) by Tertia Group. Sale of internet service provider Topnet to Mobilcom.
GERMANY University of Erlangen-Nuremberg (MBA) Christian Kollmann

Email: ckollmann@globalma.com Partner
Education:
Prior to joining the Budapest based firm in 2003, Oliver Martin spent seven years at ABN AMRO Corporate Finance Budapest, assuming various positions including acting head of the Budapest operation. He has been Director of Raba Automotive Group, a stock exchange listed automotive manufacturing company, since April 2003. Mr. Martin has an extensive track record of executing corporate finance advisory mandates, mainly in the field of cross-border M&A, financial restructuring and capital raising transactions. Education: Masters Degree in Finance, Technische Universitaet Berlin, Germany Email: omartin@globalma.com
HUNGARY Oliver Martin

Director
Brynhildur Bergthorsdottir is a partner at the Reykjavik based company. Brynhildur worked in the advertising industry and as a marketing manager for a number of years. After completing her MBA in 1996, she worked for Innovation Center Iceland as a consultant to SMEs and entrepreneurs. She was GM of the Icelandic Quality Association from 2000-2005. Brynhildur has served as board member of various funds, committees and organizations. Education: BA, Fine Art and Design, Loretto Heights College, USA; MBA, Bradford Management Center, UK; Licensed Stockbroker and Real estate agent Email: bbergthorsdottir@globalma.com
ICELAND Brynhildur Bergthorsdottir

Partner
Saiyam has 5 years of experience in the areas of corporate finance and consulting. At the Indian based company, he reviews sectors such as Business Services and Education. He has worked with Crisil Ltd. and has lead assignments in the areas of valuations, financial feasibility, entry strategies and market studies. Education: Graduate in Commerce, Mumbai University; Masters in Management Studies NMIMS, Mumbai
INDIA Saiyam Shah

Senior Associate
Email: sshah@globalma.com
Patrick joined the Dublin based firm in 2008. Previously, he was a manager with KPMGs Manufacturing, Retail and Distribution division and has significant knowledge of firms operating within different sectors. Patrick is a member of the Institute of Chartered Accountants. Education: Masters of Business Studies, University College Dublin Email: psheehan@globalma.com
IRELAND Patrick Sheehan

Manager
The Tel Aviv based firm is led by Yair Ephrati. Mr. Ephrati has been involved in numerous Israeli related transactions in the past years including a Leveraged Buyout of an electronic equipment (rugged computers) importer and manufacturer, acquisition of semiconductor trading company, financing of medical device companies, acquisition search for services company in Asia and strategic partnership for a software company in Bulgaria. Previously, Mr. Ephrati was with McKinsey & Co. in London and New York for three years. At McKinsey, he led teams advising Fortune 100 companies on new market development, acquisitions and strategy.
ISRAEL Yair Ephrati

Managing Director
Education: B.A., Economics and Business, Tel Aviv University; M.B.A., University of Michigan Email: yephrati@globalma.com
ITALY Aldo Bernasconi

Transaction Manager
Aldo has been with the Milan based firm since 2000. Particular expertise in the following sectors: security services (advisor to Italian entrepreneurs, multinationals and international financial investors), lighting, packaging, plumbing and building material distribution. Business Services main experience: Advisor to private shareholders of La Vigile San Marco S.p.A. (Italian security service company) for the selling to Sicurglobal S.p.A. Advisor to private shareholders of IVRI Group (Italian security service leader) for the selling to 21 Investimenti (Italian Private Equity Fund Benetton Group). Advisor to Stirling Square Capital Partners (U.K. Private Equity Fund) for the acquisition of Sicurglobal S.p.A. (Italian security service company). Education: Degree in Economics, Cattolica University, Milan.
Tamotsu Majima, Director, Advisory Group at the Tokyo and Osaka based group, has been engaged in cross border transactions for more than ten years. Before joining the group in 1998, he worked as securities analyst of Japanese corporations and was also involved in international corporate finance business for ten years at Yamaichi Securities. He is a Chartered Member of the Securities Analysts Association. Education: B.A., Tokyo University of Foreign Studies; M.B.A., INSEAD, France
JAPAN Tamotsu Majima

Director Advisory Group
Email: tmajima@globalma.com
Andrey Golubchikov joined the Riga based firm in 2005 in an Analyst position. Prior to that he worked as an intern in the Latvian state-owned telecommunication operator Lattelekom (2004). At Prudentia, Mr. Golubchikov specializes in M&A, buyout and business restructuring transactions, covering such industries as manufacturing, wholesale and retail trade, business services, pharmaceuticals and logistics. He was involved in the acquisition of additional share issue of RGAS BANKETU SERVISS (contract catering services) by a venture capital fund ZGI FONDS.
LATVIA Education: Andrey Golubchikov B.Sc. degree in Economics and Business Administration, Stockholm
Associate School of Economics in Riga; CFA Level III Candidate, CFA Institute Email: agolubchikov@globalma.com
Prior to joining the Mexico based firm in 2002, Mr. Plettner worked for 3 years as manager of Publix, S.A., a graphic design studio, and Star Technologies, S.A., a company active in the design of information systems, businesses he founded in 1996 and 1997, respectively. Previously, Mr. Plettner worked as a trainee in brand management at Procter & Gamble Mexico. During the summer of 2001, Mr. Plettner worked as a consultant at The Boston Consulting Group, where he worked on the merger of two multi-national food companies, and evaluated additional acquisition projects.
MEXICO Martin Plettner Rutishauser

Partner
Education: BS in Industrial and Systems Engineering, Instituto Tecnolgico y de Estudios Superiores de Monterrey (ITESM); MBA, Stanford Graduate School of Business Email: mplettner@globalma.com
Douwe Tijsma has been a partner at the Rotterdam based firm since 1999. Before joining the company, he was CFO of European Packaging Holding with operations in Holland, Germany, France and Poland. He was engaged in an MBO in 1994. Within EPH, he was responsible for acquisition, divestments, turnaround and financial engineering. The company was successfully sold. Since 1999, he has been involved in a large number of buy outs, sale- and buy processes in the Netherlands and internationally as leading partner and transaction manager.
NETHERLANDS Douwe Tijsma

Partner
Email: dtijsma@globalma.com
Erik Kingsrud Treiborg has several years of experience from Corporate Finance M&A and cross border transactions. Mr. Treiborg has been involved in a number of transactions within the business services area, including IT services, facility management, and ground handling services. Prior to joining the Norway office Mr. Treiborg worked a number of years in the offshore industry with business and project management within the international oil and gas field development industry. Education: Ba Finance from the Norwegian School of Management, Oslo; M.Sc. Finance from the University of Strathclyde, Glasgow.
NORWAY Erik Kingsrud Treiborg

Partner
Mr. Salazar has professional expertise in investment banking, capital markets and finance, with 20 years of experience. Mr. Salazar has been involved in numerous deals with a total value in excess of US$ 2 billion. Mr. Salazar also participated in studies on the development of the Peruvian capital market for the Ministry of Economy and Finance and CONASEV. His previous experience includes the position of General Manager of Sudamericano Brokerage House, Member of Banco Sudamericanos Assets and Liabilities Committee, Investment Manager of Macrovalores and Investment Advisor to MAPFRE Compaa de Seguros.
PERU Manuel Salazar

Partner
Education: Economist graduate,Universidad Catlica del Per; Post Graduate Studies in Finance from ESAN Email: msalazar@globalma.com
At the Warsau based company, Rafal Nowakowski specializes in deal origination, transaction structuring, corporate finance and investment advisory services. Prior to becoming a co-founder and partner of HCA, Rafal was a managing director and partner at Innova Capital, a leading Central European private equity firm. In the Business Services sector, Rafal was involved in several transactions including investments, sell and buy sides of companies dealing with IT outsourcing, IT consulting, facility management, electro-nic data storage, cleaning, security and mass print and mail outsourcing.
POLAND Rafal Nowakowski

Managing Partner
Education: MSc in Economics from Pozna Academy of Economics; certificate in Corporate Finance & European Law (ERASMUS); INSEAD alumnus; Securities Representative (SFA) and certified accountant. Email: rnowakowski@globalma.com
Marina Evans joined the Moscow based company in 2006 as the head of the legal department. Later on she became a partner and managed the consulting branch of the company, supporting relations with a large number of Russian and international clients from various industries. Prior to joining Meridian, Mrs. Evans gained extensive legal experience providing services to a number of international and Russian companies in the areas of M&A transaction support, corporate and securities laws. Education: J.D., Tomsk State University; S.J.D., Moscow Foreign Relations Institute; LL.M., with honors, Northwestern University School of Law
RUSSIA Marina Evans

Partner
Email: mevans@globalma.com
APPENDIX: The Global M&A Business Services Team

Bosco Salaverri is a Founding Partner of the Madrid based firm. Previously, he was a Founding Partner of Proyectos Panikkar, S.L. and worked in the Corporate Finance Department of Benito & Monjardn. At the firm, Bosco is responsible for business origination and is the lead advisor to several Spanish companies. Education: Graduate in Economics and Business Administration, Universidad Comercial de Deusto (Bilbao) Email: bsalaverri@globalma.com
SPAIN Bosco Salaverri

Founding Partner
Prior to joining the Stockholm based firm, Anders Jonsson held several positions both in the IT industry and as a consultant to Private Equity funds. Anders was the owner and CEO of Oscar Dellert AB, a distributor of IT products, Executive Director Strategic Marketing at ISA International, and CEO of Lap Power Holding. Anders has also been a board member of Information Highway, and is the current Chairman of Academic Work (Recruitment). Email: ajonsson@globalma.com
SWEDEN Anders Jonsson

Partner
SWITZERLAND Gerhard Willi

Partner
Gerhard Willi has 10 years of experience in M&A, succession planning, banking, corporate finance transactions as well as complex restructuring cases. In 2007 his team completed the sale of JobOne, one of the leading Swiss staffing companies, to Randstad, the sale of Jobs.ch the leading Swiss job portal, the sale of ULD management services of Swissport "Unit Pool Ltd" and the sale of Special Security Services operations to Cargologic. Prior business services experience includes the sale of Serimo (FM company) to Bilfinger Berger, the sale of a leading call center to Cyberline AG, and various due diligence support, valuation, turnaround and business plan support for companies in the business services industry. Education: CFA, BA in International Business Email: gwilli@globalma.com
In 1995, Esin began her career in equity research and worked for various brokerage houses including Finans Yatrm and Caspian Securities. Since 1999, after joining Raymond James Securities as a Director, Esin has concentrated on corporate finance. At the Istanbul based firm she is responsible for business development, origination and execution of corporate finance deals. Education: Industrial Engineering degree, Middle East Technical University, Ankara; M.B.A. IAL Consortium of International Business Studies, Italy and Clemson University, U.S.A. Email: eozcelik@globalma.com
TURKEY Esin zelik nsal

Director
APPENDIX: The Business Services Team

Mr. Klymenko has over 10 years experience in investment business and consulting. He has worked in private equity funds (Balkan Accession Fund and Euroventures Ukraine) and has been responsible for full investment cycle from origination of deals to exit. He has been involved in valuation, negotiations, structuring and execution of investment deals, as well as management of portfolio investments in various industry sectors. He managed consulting firm providing services to leading Ukrainian companies and institutional investors. Email: vklymenko@globalma.com UKRAINE Vladimir Klymenko Investment Banking Director
After graduating in PPE from Oxford University, John qualified as a barrister in 1984. He joined Hill Samuel Merchant Bank and became Head of Corporate Finance and a member of the Bank Executive Committee. The team moved to Close Brothers and John became Chief Executive of the enlarged corporate finance group and founded its international business. He was also an Executive Director of Close Brothers Group. He joined the London based firm in 2002 and since 2003 has led the development of Noble into a growth market investment bank. Education: PPE from Oxford University UK John Llewellyn-Lloyd Email: jllewellyn-lloyd@globalma.com CEO Investment Banking
Effram Kaplan f Business Services sector team lead at the Cleveland and Chicago based firm ocuses on mergers and acquisitions, private placements and financial restructuring with primary industry experience in metals and mining as well as experience in diversified manufacturing and distribution. Before joining the Cleveland and Chicago based firm, Effram was a summer associate at McDonald Investments Investment Banking group and, prior to, a Manager in Arthur Andersens management consulting practice;
USA Effram E. Kaplan

Director & Principal
Education B.S., Miami University; M.B.A, The University of Chicago Graduate School of Business Email: ekaplan@globalma.com
USA Randall Miles

Managing Director
Randall Miles joined the Seattle based firm as a Managing Director in 2009. Randall has over twenty-five years of extensive M&A and executive level experience working with both investment banks and financial technology companies. Prior to joining the firm, Randall was a managing partner with SCM Capital Group, a private M&A advisory and strategic consulting group focused on financial services, software and technology companies. Most recently, Randall served as CEO of Syngence Corporation and acting CEO of Officespace.com. Prior to that, Randall served as chairman and CEO of LionMTS, a publicly traded financial software and services company where he directed the strategic expansion of the company. Education: BBA in Finance, University of Washington Email: rmiles@globalma.com

Business Services Insider May 2011

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Business Services Insider May 2011

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May 2011

THE GLOBAL BUSINESS SERVICES INDUSTRY

Global Sector Expertise

The Global M&A Business Services Team

Section I: Executive Summary

Section II: BPO Companies

Source: Infinancials (20/05/2011)

Comparable Public Company Valuations (Cont)

Source: Infinancials (20/05/2011)

Section II: BPO Companies

Outsource Partners International, Inc.

Patni Computer Systems

Transcom WorldWide S.A.(Call center)

Business Support Services SA The Capita Group Plc

Contax Participacoes S.A.

Servizio Titoli SpA

CTX Participacoes SA (44.2% Stake)

BCW Group Plc

Section II: BPO Companies

Deal value (m) Sales

Enterprise Value / EBIT EBITDA

The First Marblehead Corporation

The Capita Group Plc

The Capita Group Plc

The Brink's Company

TechTeam Global Inc

Bowne & Co Inc

Credit Solutions Limited

Nov-10 Nov-10 Oct-10 Oct-10

Canada USA Bermuda Ireland USA UK USA 2 113

26 28 87 3805 1,8x 12,7x 9,2x

FirstAssist Services Holdings Limited

Tela Sourcing Inc

TriZetto Group Inc

becogent Limited NewRiver, Inc.

Zenith Provecta (60% Stake)

Section II: BPO Companies

Parseq plc Internet Initiative Japan Inc

The Capita Group Plc

Telegate AG (Livorno and Turin Call Centers) Dataforce Interact Lmited

Adventity Global Services

Fortify Infrastructure Services Inc

Affiliated Computer Services Inc

ICT Group, Inc CPA Global Limited

Sykes Enterprises Incorporated Intermediate Capital Group (ICG)

0,5x 2,9x 9,8x

Xafinity Group Limited

Intelenet UK Services Ltd

Section III: Facilities Management Companies

Renaissance Services S.A.O.G. OMN

FM-Real Estate Services

-12,3% -15,7% -41,8%

Source: Infinancials (20/05/2011)

Section III: Facilities Management Companies

Source: Infinancials (20/05/2011)

Section III: Facilities Management Companies

TruGreen LandCare L.L.C.

Aurora Resurgence Management Partners LLC Balfour Beatty WorkPlace Ltd

Power Efficiency Limited

Clece, S.A.(Formerly owned by ACS Spain)

Permira; Mercapital, S.L.

Self Leveling Machines Pty Ltd; Self Leveling Machines Inc

Container and Pooling Solutions Inc.