Year End Review 2011 March 2012

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Year End Review

2011

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After a strong start the first half of 2011, the M&A market has been negatively influenced by the uncertainty of the Eurozone recovery programs and the related financing crunch in the second half of the year. Although many companies especially in Germany have shown record sales and earnings in 2010 and 2011, buyers doubted the sustainability. The banks reluctance in providing acquisition finance has also led to a number of shelved trans-action processes and broken deals in the last quarter of the year 2011.

Despite these challenges we are glad to have been able to successfully finalise more than 22 transactions in 2011. This shows that in such difficult markets the preparation of transactions is of essential importance. There-fore, together with our colleagues from our management consulting practice we have developed a “transaction readiness assessment tool”. In the assessment, business, legal, valuation issues and potential deal breakers are identified by taking the current requirements of the relevant buyers universe and financing banks into account. Based on our assessment tool, proper measures can be implemented and the right transaction window selected. Shelved processes do not only cost time and money, but lead to management distraction and destabilisation of companies. As forecasted in our last review, we have seen strong cross-border activity with BRIC countries. In 2011 we opened an office in Shanghai and strengthened our professional team in Moscow to cope with this development. We believe another challenging but positive year is ahead for M&A in 2012. Distressed M&A situations have increased sharply and our dedicated team is working on several cases. For private equity, the key will be how lenders look towards financing. If the current resistance of banks remains, we expect to see more minority, small cap and special situations deals by financial investors. Besides classic private equity we have experienced in 2011 strong interest from family offices.

In this year’s review you will find a detailed report on transactions we have finalised and other developments throughout our business in 2011. We thank you for your cooperation and support in the last year and look for-ward to working with you in 2012.

Kind regards

Dr. Stephan Goetz Dr. Gernot Wunderle

Managing Partner Managing Partner

goetzpartners goetzpartners

CORPORATE FINANCE CORPORATE FINANCE

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Highlights

in 2011

goetzpartners closed 22 transactions in seven countries with a team of

about 60 corporate finance professionals in ten offices

own offices associated offices

BELGIUM Sale of Groupe de Boeck to Ergon Capital Partners

DENMARK Acquisition of 60% in 2C change by itelligence

FRANCE Acquisition of Credirec by EOS, a subsidiary of Otto Group

GERMANY Acquisition of Hay Group by The Gores Group

Sale of EnergieService Deutschland to EnBW Operations

RUSSIA Acquisition of KAMAZ’s steel wheel production by mefro wheels

SWEDEN Sale of GETRAG All Wheel Drive to GKN

UNItED KINGDoM Acquisition of a 54.13% stake in Parseq by Rami Cassi (CEO)

USA Sale of GETRAG Corporation to GKN

OuR BuSINESS

OuR SERvICES

Our natural sweet spot is a transaction size between EuR 20 million and EuR 350 million. Nevertheless, we have led several multi-billion Euro transactions in recent years. By combining a local approach with a deep understanding of global market forces, we strive to create sustainable value for our clients.

Deals per volume over the last

5 years (2007 – 2011) in % Deals per sector over the last 5 years (2007 – 2011) in %

Telecom Media Information Technology eBusiness Business Services Industrials Automotive Energy/utilities Consumer Goods/Retail Others up to EuR 50 million EuR 50 - 250 million more than EuR 250 million

Over the last five years, we have closed transactions with a total volume of more than EuR 11 billion. Our international partnerships continue to generate deal flow and provide local knowledge, expertise and close contact to relevant decision makers.

Advising shareholders, both corporate and private, on how to maximize shareholder value, including: - Identifying acquisition opportunities

- Divesting of non-core and non-strategic assets - Identifying strategic and financial partners - Preparing the business for the sale process

Advising management teams on buying businesses (MBO/MBI/BIMBO)

Advising private equity companies on investment opportunities or exit strategies

5 4 13 21 66 9 2 5 23 15 7 7 12 11 9

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Client

Editis is the second largest book publisher in France with a strong footprint in literature, education, reference and practical books Editis also manages Interforum, a

leading book distribution platform Editis is a wholly-owned subsidiary of Grupo Planeta, one of the three leading communication groups in Spain

In 2010, Editis generated sales of EuR 750 million and employed approximately 2,200 people

Divested business

Founded in 1883 and acquired in 2007 by Editis, Groupe De Boeck is a publishing house specialised in academic books (primary and secondary school and university) and books for professionals (law) in French and Dutch

Groupe De Boeck is headquartered in Louvain-la-Neuve and employs approximately 224 people in France and Belgium

transaction

After four years and a complemen-tary acquisition (Bruylant), Editis sold Groupe De Boeck to Ergon Capital Partners, an affiliate of Groupe Bruxelles Lambert The transaction allows Editis to

refocus on the French market and Groupe De Boeck to execute its ambitious growth strategy under the ownership of a prominent Belgian investor

CASE STuDy – Groupe De Boeck

goetzpartners advised Editis on the sale of Groupe De Boeck to Ergon Capital Partners

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TIME & Business Service

Practice

transactions in the telecom, It, media, ebusiness and business service sector 2011

“I am sure that Groupe De Boeck, after

a very successful period within Editis,

will find with Ergon great growth and

development perspectives.”

Alain Kouck

Chairman and CEO, Editis Group

* goetzpartners’ client

goetzpartners’ solutions

Exclusive financial advisor to Editis - goetzpartners has been advising Editis recurrently since 2004 Identification of the most

relevant financial partners for Groupe De Boeck

Coordination and control of auction process with selected potential buyers

Efficient management of the process despite limited involvement of Groupe De Boeck’s management until advanced stage of negotiations to maintain internal confidentiality Maximisation of transaction price

by building up and maintaining competitive tension and momentum throughout the process

Management of the due diligence process, including preparation of data room, management presenta-tions and Q&A sessions

Leading of negotiations with bidders and then with the final acquirer Rami Cassi (CEO),

backed by Nova Capital Mgmt* and HarbourVest Partners*

United Kingdom December 2011

£ 25,375,000

acquired

a 54.13% stake in Parseq

itelligence*

Denmark June 2011

(value not disclosed)

acquired

a 60% stake in 2C change

myobis* received

Germany December 2011

equity funding

from Seventure Partners and private investors

QUISMA*, a WPP Group Company

Germany November 2011

strategic advisory

Minority stake was

Germany December 2011

(names/value not disclosed)

sold

to German family office

EOS, a subsidiary of Otto Group*

France April 2011

acquired

Credirec

Editis*

Belgium April 2011

sold

Groupe De Boeck to Ergon Capital Partners

PORDA International (Finance) PR Group* entered

into a

Hong Kong January 2011

strategic alliance

with Havas

Editis*

Belgium April 2011

sold

Groupe De Boeck to Ergon Capital Partners

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CASE STuDy – GETRAG

goetzpartners advised GEtRAG on the disposal of GEtRAG All Wheel Drive and GEtRAG Corporation

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Automotive & Industrials

Practice

transactions in the automotive and industrials sector 2011

Client

The GETRAG Corporate Group is one of the largest system suppliers for automotive transmissions and powertrain systems worldwide with approximately 13,500 employees at 23 locations

In 2010, GETRAG reached a turnover of EuR 2.6 billion

Divested businesses

GETRAG Corp. (u.S.) and GETRAG AWD (Sweden), constitute GETRAG’s axle business with combined sales over uSD 650 million

The companies produce rear drive units (RDus) and power take-off units (PTus) as well as all-wheel-drive (AWD) systems for light vehicles Additionally, GETRAG granted an

exclusive license for certain electric drivetrain technologies for electric and hybrid vehicles

Financial advisor to GETRAG during the entire transaction process Extensive support to the

manage-ment team of GETRAG and the divested businesses throughout the transaction

Coordination of the due diligence process including preparation and management of data room, site visits, expert meetings and Q&A Close cooperation with GETRAG and

legal counsel on the preparation and negotiation of the sale and purchase agreement between GETRAG and GKN plc

Negotiation with DANA Limited on the acquisition of the respective sha-re in the two companies by GETRAG to enable the sale to GKN

Negotiation of the exclusive license for electric drivetrain technology

transaction

In July 2011, GETRAG entered into a binding agreement to sell GETRAG Corporation and GETRAG All Wheel Drive AB to GKN plc, the uK-based global engineering company In order to be able to sell 100% of the

shares in both companies to GKN, GETRAG entered into agreements to acquire DANA Limited’s respective shareholdings in the two companies volvo Car Corporation’s shares in

GETRAG All Wheel Drive AB were sold to GKN directly

The purchase price for the two entities exceeded EuR 320 million (representing an EBITDA multiple of 5.6x)

The transaction enables GETRAG to simplify its operational structure by focusing on core manual and dual clutch transmission technologies and electrification

Even though GETRAG’s axle business came

out of the economic crisis successfully and

has grown steadily ever since, GETRAG

con-siders the transaction as advantageous for

all parties involved. The employees will have

a secure and prosperous future with the

new owner and GETRAG will receive more

independence and freedom to concentrate

on the global core business of transmission

technology.

GERtRAG’s strategic exit rational

The Gores Group*

Germany pending

acquired

Hay Group

mefro wheels*

Russia December 2011

acquired

KAMAZ’s steel wheel production mefro wheels*

Russia pending

acquired

AVTOVAZ’s steel wheel production

GETRAG*

Sweden September 2011

sold

its subsidiary GETRAG All Wheel Drive to GKN

Frazer-Nash*

USA April 2011

$ 10,000,000

acquired

a stake in LTC and formed a joint venture with LTC

Künkel-WAGNER Prozesstechnologie* was

Germany January 2011

sold

to Simplex Capital Asia GETRAG*

USA September 2011

sold

its subsidiary GETRAG Corporation to GKN

GETRAG*

sold

its subsidiary GETRAG All Wheel Drive to GKN

GETRAG*

USA September 2011

sold

its subsidiary GETRAG Corporation to GKN

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Energy/Utilities

Practice

transactions in the energy/utilities sector 2011

CASE STuDy – Razrez Sayano-Partizanskiy

goetzpartners advised Razrez Sayano-Partizanskiy on the disposal of its shares to an undisclosed investor

10 * goetzpartners’ client 11

Client

Razrez Sayano-Partizanskiy LLC (“RSP”) is a Russian entity holding a license for the extraction of coal in the Sayano-Partizanskiy deposit The Sayano-Partizanskiy deposit is

one of the largest deposits of the Kansko-Achinsky coal basin, located in the Krasnoyarsk, Kemerovo and Irkutsk regions. The total deposit’s coal reserves exceed 1.5 billion tons RSP holds a license for the

exploitati-on of approximately 25 milliexploitati-on texploitati-ons of coal in this deposit including the option to increase this amount to up to 70 million tons

After additional investments the company’s production capacity can be increased up to 1 million tons p.a.

transaction

RSP’s shareholders mandated goetz-partners to sell 100% of the shares in the company

Based on goetzpartners’s experience in the sector and well established contacts to the major market pla-yers, a handful of carefully selected potential buyers were approached After a competitive sales process,

the client has accepted a bid from one of the largest players in the Russian coal market

The new owner will invest into expansion of RSP’s mining rights and production capacity, which will significantly strengthen its position in the region

Exclusive financial advisor to RSP Preparation of all transaction

documents along the process Set-up and implementation of sale

process strategy and valuation of RSP Identification and approach of

selected potential buyers

Coordination and support of the due diligence and transaction process Support in developing a transaction

structure and in forming the legal entities

Assistance in structuring the sale and purchase agreement and prepa-ration of the respective documents RUSVIETPETRO*

debt advisory

on financing of oil fields development

The shareholders*

Germany October 2011

sold EnergieService Deutschland to EnBW Operations Razrez Sayano-Partizanskiy* was Russia September 2011

sold

to an undisclosed investor

Enovos Luxembourg*

acquired

BKW Energie

Razrez Sayano-Partizanskiy* was

Russia September 2011

sold

to an undisclosed investor

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CASE STuDy – Sanutri

goetzpartners advised Nutrition & Santé on the disposal of Sanutri

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Consumer Goods/Retail

Practice

transactions in the consumer goods/retail sector 2011

* goetzpartners’ client Nutrition & Santé*

Spain June 2011

sold

Sanutri, its Spanish infant and baby food division to Lactalis Open Gate Capital*

United Kingdom pending

sold a majority stake in Nicole Farhi to Kelso Place Management

The shareholder*

Germany February 2011

sold 75% in Schneekoppe to Change Capital Partners

Client

Nutrition & Santé (“N&S”), part of Japanese Otsuka Pharmaceutical Group, is the European leader in dietetic branded foods

Its brands include Gerblé, Céréal (health & functional food), Gerli-néa, Pesoforma, Milical, Bimanan (slimming dietetics) and Isostar (sports nutrition)

N&S has revenues of approximately EuR 300 million and almost 1,000 employees

N&S’s carve-out from Novartis in 2006 included the activity of Sandoz Nutrition in Spain, i.e. value-added baby milks and cereals distributed exclusively in pharmacies and para-pharmacies under the Sanutri brand

transaction

N&S mandated goetzpartners for the sale of its baby food business that was facing operational issues and had become non-core to the group

The disposal was in line with N&S’s ambition to confirm its positioning as a pure play dietetic food compa-ny and to emphasise its focus on three main segments: daily diete-tics, slimming dietetics and organic foods

Several offers were received at the end of the first and second bidding rounds

After a four-month competitive process Lactalis signed an agree-ment to purchase the assets of the division (intellectual property, goodwill, inventory etc.) and take over the personnel

The transaction price represented a double-digit multiple of 2010 EBITDA

Strong involvement in the organiza-tion of the informaorganiza-tion and the pre-paration of the written documents prior to the marketing phase Approach of selected potential

buyers and differentiated marketing of the contemplated transaction Preparation, organization and

coordination of the due diligence process including a data room and several management presentations Management of numerous

regula-tory aspects

Assistance in negotiations with the bidders until signing of the transaction

Nutrition & Santé*

Spain June 2011

sold

Sanutri, its Spanish infant and baby food division to Lactalis

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Cross Border

Transactions

Based on our international network, 50% of the transactions in 2011 were

cross boarder deals covering in total 11 countries on three continents

CASE STuDy – KAMAZ

goetzpartners advised German automotive supplier, mefro wheels on the acquisition of KAMAZ’s steel wheel production in Russia Client

mefro wheels with headquarters in Rohrdorf, Germany, is a globally active automotive steel wheel supplier with approximately 2,200 employees at five locations under the mefro, KRONPRINZ

and SÜDRAD brands, the group produces more than 25 million steel wheels for passenger and commer-cial vehicles p.a.

KAMAZ’s wheel production business, based in Zainsk, Russia, is the single source of steel wheels within the KAMAZ Group

The KAMAZ Group is the largest heavy truck manufacturer in CIS and ranks 16th among the world’s top heavy truck manufacturers

“With the acquisition of the KAMAZ

plant that is orientated primarily towards

the production of truck wheels we have

been able to improve our market position

in Russia substantially.”

Dr. Alfred Fischbacher

Managing Shareholder, CEO and President, mefro wheels

transaction

mefro wheels GmbH and KAMAZ AG entered into a framework agree-ment for the acquisition of KAMAZ’s steel wheel production division KAMAZ’s steel wheel production

has so far been operated by the KAMAZ subsidiary KAMAZavtotech-nika in Zainsk in the Republic of Tatarstan, Russia

Before being acquired by mefro wheels KAMAZ’s steel wheel pro-duction facilities (including plant, facilities and employees) was spun-off into a separate legal entity As part of the transaction, mefro

wheels has also signed a long-term contract ensuring the just-in-time supply of steel wheels and steel wheel/tyre assemblies to KAMAZ

Joint team from Moscow and Munich offices to ensure best market insights and direct access to local key decision makers in Russia

Identification and presentation of investment opportunity to the client Direct approach of the Russian target’s

shareholders thanks to existing rela-tionship of Moscow team

Assistance in assessment of the steel wheel production business’ cost structure on basis of Russian market insights

Advice on the valuation of the target Development of transaction

structure with respect to local legal requirements and supervision of the spin-off procedure including transfer of assets and employees to the spun-off entity

Coordination and support in the due diligence process

Set-up and implementation of a negotiation strategy reconciling various economic, legal and cultural aspects

Assistance in structuring and preparing the legal transaction documents including the framework agreement, SPA and the general supply agreement

Support in fulfillment of the con-ditions subject to the transaction pre- and post-closing

mefro wheels*

acquired

Russia pending

acquired

AVTOVAZ’s steel wheel production

GETRAG*

sold its subsidiary GETRAG All Wheel Drive to GKN

GETRAG*

USA September 2011

sold its subsidiary GETRAG

Corporation to GKN

itelligence*

Denmark June 2011

acquired 60% in 2C change

EOS, a subsidiary of Otto Group*

France April 2011

acquired

Credirec

Editis*

Belgium April 2011

sold Groupe De Boeck to Ergon Capital Partners

Enovos Luxembourg*

acquired

BKW Energie

PORDA International (Finance) PR Group* entered

into a

Hong Kong January 2011

strategic alliance

with Havas Nutrition & Santé*

Spain June 2011

sold its Spanish infant and

baby food division to Lactalis

Künkel-WAGNER Prozesstechnologie* was

sold to Simplex Capital Asia

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goetzpartners

CoRPoRATE FInAnCE

Team

goetzpartners has 17 senior professionals across Europe and about

60 corporate finance professionals in total

“Our people are the key to our success.

They all share the same sense of dedication

and delivery for the benefit of the client.”

Dr. Stephan Goetz, Managing Partner and Founder, Munich

“Our employees are an integral part of our

strategy and distinguish themselves through

a high level of commitment and a genuine

passion for their work, combined with a

strong analytical background.”

Dr. Gernot Wunderle, Managing Partner, Munich

17 16 Hugues Archambault Director, Paris Head of IT Dr. Henrietta Schmidt-Wilke Managing Director, Munich Head of eBusiness and Healthcare

Alun Simpson Director, London Michael A. Goehr Director, Munich Head of Energy/utilities

Dr. Arne Benjamin Kues Director, Munich Head of Automotive

Franck Portais

Managing Director, France Head of Media

vladimir Matias

Managing Director, Moscow

Dr. Thomas Sittel Director, Munich Head of Distressed M&A

Herbert Werle

Managing Director, Zurich

Rupert Cook Senior Advisor, London Technology

Marc Boscheinen Director, Munich

Head of Financial Institutions

Dr. Arnold Holle

Managing Director, London Head of Consumer Goods/Retail

Ivo Polten Director, Munich Head of Industrials

OuR SENIOR PROFESSIONALS

václav Matatko

Managing Director, Prague

Dr. Jan-Hendrik Röver Managing Director, Moscow

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Creating sustainable value

goetzpartners is a leading independent European consulting company that combines M&A (mergers & acquisitions) ad-visory and management consulting under one roof. With this unique service offering goetzpartners advises companies along their whole value chain, thus creating sustainable value for them. The Group is represented with offices in Munich, Düsseldorf, Frankfurt, London,

Madrid, Moscow, Paris, Prague, Shanghai and Zurich, and maintains international cooperation ventures. goetzpartners Corporate Finance provides a wide range of services and advises clients on strategy, mergers and acquisitions, capital raising and financial restructuring. In addition it provides debt advisory services with a focus on structuring and raising company acquisition and project-related debt financing as well as debt restructuring for companies in financial distress. For numerous international clients, we have raised well-structured and adequately priced funding.

goetzpartners Management Consultants concentrates mainly on the fields of strategy, operational excellence, and business transformation.

Deal size < EuR 1.0 billion

goetzpartner’s sectors: consumer (retail), energy, industrial products, services and industrial (electronics) Source: mergermarket, 01/01/2006 – 10/01/2011

M&A LEAGuE TABLES

In 2011, goetzpartners ranked among the top M&A advisors in its active sectors European tIME transactions 2006 - 2011 per volume

Rank Company # 1 Rothschild 86 2 KPMG 84 3 Deloitte 70 4 Lazard 63 5 Ernst & young 57 6 PwC 55 7 Deutsche Bank 47 8 uBS 45 9 Morgan Stanley 39 10 JPMorgan 36 11 BNP Paribas 34 12 Goldman Sachs 33 13 Grant Thornton 33 14 goetzpartners 32 15 Credit Suisse 31 16 ING 31 17 Jefferies 29 18 Citigroup 28 19 M&A International 28 20 Investec 25 21 BDO 25 22 DC Advisory Partners 23 23 ABN AMRO 20 24 Merrill Lynch 19 25 SEB Enskilda 19

goetzpartners’ sectors Germany 2006 - 2011 per volume

Rank Company # 1 Ernst & young 52 2 Deutsche Bank 38 3 Rothschild 36 4 KPMG 36 5 goetzpartners 35 6 Lazard 26 7 PwC 26 8 DC Advisory Partners 23 9 Deloitte 23 10 Global M&A 23 11 uBS 22 12 Lincoln International 22 13 Credit Suisse 20 14 Sal. Oppenheim 19 15 Leonardo 18 16 uniCredit 17 17 Morgan Stanley 16 18 Corporate Finance Partners 16 19 Goldman Sachs 15 20 Commerzbank 14 21 Dresdner Kleinwort 13 22 M&A International 13 23 Mummert & Company 13 24 Metzler 12 25 Doertenbach 12

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goetzpartners

offices and Contacts

Dr. Gernot Wunderle Prinzregentenstr. 56 80538 Munich, Germany Tel.: +49 - 89 - 29 07 25 - 0 Königsallee 60 B 40212 Dusseldorf, Germany Tel.: +49 - 211 - 600 42 - 570 Bockenheimer Landstr. 24 60323 Frankfurt, Germany Tel.: +49 - 69 - 2 47 50 48 - 0

Calle Marqués de urquijo n°30, piso 1° 28008 Madrid, Spain

Tel.: +34 - 91 - 745 13 13 unit 1610

No. 336 Middle Xizang Road 200001 Shanghai, P. R. China Dr. Arnold Holle 32 Brook Street London W1K 5DL, uK Tel.: +44 - 20 - 7647 7702 vladimir Matias Prechistensky per. 14/1 119034 Moscow, Russia Tel.: +49 - 89 - 29 07 25 - 257 Franck Portais 19, Avenue George v 75008 Paris, France Tel.: +33 - 1 - 70 72 55 13 václav Matatko Melantrichova 17

110 00 Prague 1, Czech Republic Tel.: + 420 - 221 632 451 Herbert Werle Schwerzistrasse 6 8807 Freienbach/Zurich, Switzerland Tel.: +41 - 55 - 410 22 94 www.goetzpartners.com