Entering Overseas Markets - An M&A Overview Nick Horrocks Director 尼克. 可勒基斯 总监

2 Contents  About Clearwater Corporate Finance LLP & IMAP  Current M&A Environment  Current Issues for overseas M&A  Challenges for 2012  Clearwater China Desk  China Overview  Case Study - India  Summary  Links to useful websites  Appendix

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6 Current Issues for European M&A  Eurozone Sovereign debt crisis  Confidence in economic growth However  Requirement to diversify geographically  Access growth markets  Mitigate against localised risks  Access to talent  Develop scale and position quickly  Innovation

7 Global M&A Challenges for 2012  Macroeconomic conditions, particularly uncertainties in the Eurozone  Volatile market conditions in the equity and financial markets  Unknown impact of political environment – leadership changes in Europe, forthcoming Presidential election in the US, and leadership transition in China  Protectionist measures may impact deal flows  Shareholder pressure and activism an increasing influence  Antitrust regulation on the rise – now over 100 merger control regimes across the globe

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9 Our Clients  Mid-market focused  Multi-national groups, private equity-backed companies and owner-managed companies  500 strategy projects in China  150 M&A transactions in China  500 M&A transactions in the UK Clearwater China Desk Our Expertise  China and UK focused  Strategy and M&A advisory services  Sector-focused  Transactions valued at between $50m and $500m  Largest independent mid-market M&A advisor in the UK  16 years of experience in China Our People  Bicultural partnership with Chinese and UK nationals  65 M&A professionals and strategy consultants in China  40 M&A professionals in the UK

10 China Overview Chinese Inbound M&A  “No business is global without exposure to the Chinese market”  Overseas groups have traditionally sought a Chinese presence through representative offices  The inbound M&A market has recently been driven by corporate minority investments and private equity  Statistics are limited but it is clear that inbound M&A is growing dramatically as overseas groups seek Chinese presence  Increasingly overseas groups are seeking wholly-owned operations in China in order to control their activities

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13 Case Study UK-based software developer acquires in India Background  Small deal  Same sector, access to Indian market and development resource  Company has gone from 10% overseas sales to 45% overseas – first acquisition  Owner is vendor and exiting the business Issues  Time  Tax & structure  Language & culture  Management / leadership  Integration  Commercial history of the business  Personal relationships in local markets

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15 Links to useful websites  UK Trade & Investment (UKTI)  IMAPwww.imap.comwww.imap.com  Clearwater Corporate Finance LLPwww.clearwatercf.comwww.clearwatercf.com  Office for National Statistics (ONS)  Institute of Mergers, Acquisitions and Alliances (IMAA)  InterChina Consultingwww.interchinaconsulting.comwww.interchinaconsulting.com

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17 InterChina 2011 Leading Strategy and M&A advisory firm in China Our Value China specialist. Strategy and M&A advisory Sector expertise. Retained 17 years experience. Our People Bicultural partnership. 60 consultants & advisors. Chinese, senior, industrial, technical. Located in China, EU, US offices. Strategy Practice 22 Strategy Projects Healthcare: 30% Machinery: 25% Chemical: 20% Others: 25% M&A- Transaction Practice 35 Mandates under process. 5 successful closings in 2011, representing 600 million USD CEPSA (Petrochemical) KUO (Petrochemical) BOBST (Machinery) AVIC (Aeronautical) Undisclosed (Chemical) In process to closing another 5 transactions.

Nick Horrocks 尼克. 可勒基斯 Director 总监 Tel:+44 (0) Colmore Row Birmingham B3 2BJ Tel:+44 (0) Fax:+44 (0) Chancery Place 50 Brown Street Manchester M2 2JT Tel:+44 (0) Fax:+44 (0) Brookmount House Chandos Place London WC2N 4HG Tel:+44 (0) Fax:+44 (0) Castle Gate Nottingham NG1 7AQ Tel:+44 (0) Fax:+44 (0)