http://pwc.to/1hkWHMb Selon la dernière étude du cabinet d’audit et de conseil PwC, le montant des opérations de fusions-acquisitions impliquant au moins un acteur chinois a atteint un niveau record de 260 milliards de dollars en 2013, en hausse de 28 %, avec 43 transactions supérieures à 1 milliard de dollars, contre 30 en 2012. Le nombre de transactions a enregistré une forte progression sur les six derniers mois de l'année, avec une augmentation de plus de 40 % par rapport au premier semestre.

1. PwC M&A 2013 Review and
2014 Outlook
22 January 2014
David Brown
Transaction Services Leader, PwC China and Hong Kong

2. Foreword – explanation of data shown in this presentation (1 of 2)
• The data presented is based on information compiled by ThomsonReuters,
ChinaVenture and PwC analysis unless stated otherwise
• Thomson Reuters and ChinaVenture record announced deals. Some
announced deals will not go on to complete
• The deal volume figures presented in this report refer to the number of deals
announced, whether or not a value is disclosed for the deal
• The deal value figures presented in this report refers only to those deals
where a value has been disclosed (referred to in this presentation as
“disclosed value”)
• “Domestic” means China including Hong Kong and Macau
• “Outbound” relates to mainland China company acquisitions abroad
• “Inbound” relates to overseas company acquisitions of Domestic
companies，
• “Private Equity deals” or “PE deals” refer to financial buyer deals with deal
value over US$10mn and/or with undisclosed deal value but invested by PEs
PwC
2

3. Foreword – explanation of data shown in this presentation (2 of 2)
• “VC deals” refer to financial buyer deals with deal value less than US$10mn
and/or with undisclosed deal value but invested by VCs
• “Strategic buyer” refers to corporate buyers (as opposed to financial buyers)
that acquire companies with the objective of integrating the acquisition in
their existing business
• “Financial buyer” refers to investors that acquire companies with the
objective of realizing a return on their investment by selling the business at a
profit at a future date and mainly, but not entirely, comprise PE and VC
funds
• In order to exclude foreign exchange impact, deal values from 2008 to 2012
were adjusted based on 2013 average Rmb/US$ exchange rate
PwC
3

4. Overview
PwC

5. Key messages (1 of 2)
Overall
•
China deal numbers recovered from multi-year lows in the first half of 2013, increasing by more
than 40% in the second half; nearly all categories of M&A showed strong growth
•
On an annualised basis – despite the quiet first half – overall deal volumes grew by 8% and
values by 28% in 2013 compared to 2012; deal values reached a record high at US$260 billion
with 43 deals greater than US$1 billion in 2013, compared to 30 in 2012
China Outbound
•
China outbound M&A recovered with more deals announced in the second half of 2013 than in
any earlier half-year period; and on a full-year basis, outbound M&A compared well with the last
few years, although the soft first half meant no new records in 2013
•
POE activity was surprisingly low in the first half but rebounded to a new six-month high with 88
announced deals in the second half, whilst SOE activity was robust and deal values held up well
•
SOEs continued to focus on E&P, resources (raw materials) and industrial sectors, whilst POE
activity was more diversified covering also industrial technologies, consumer related businesses
and high-tech
•
Destination markets were remarkably similar to 2012 with much of the POE money targeting
established technologies, know-how, IP and brands in mature markets such as the US and
Europe
PwC
5

6. Key messages (2 of 2)
Domestic and Foreign-Inbound Strategic
•
Domestic strategic M&A recovered strongly in the second half of 2013, although full year
numbers were less spectacular due to the slow first half which was affected by political and
economic uncertainties
•
Foreign inbound M&A was flat; Japanese investment has declined sharply over the last two years
as has investment from the US
Private Equity
•
Renminbi PE fundraising declined for the second straight year as the domestic Chinese PE
industry continued to consolidate; US$ denominated fundraising has been consistently healthy
over the same period
•
The number of new investments recovered in the second half of the year and, on a full year basis,
deal values held up well
•
Growth capital deals declined as the PE industry shifted focus towards PIPE and, increasingly,
buy-out transactions whilst PE interest in outbound deals continued, albeit still at low levels in
absolute terms
•
PE-backed IPOs showed some recovery in the second half of 2013 off a very low base but it was
the third straight year of decline for PE exits, almost entirely attributable to problems in the
equity capital markets; 2013 was the first year that IPO was not the dominant exit-route
•
The overhang of new investments compared to exits remains the number one issue affecting the
PE and VC industry
PwC
6

7. Outlook
•
We anticipate strong growth in China outbound, both from SOEs and POEs; 2014 will be a record
year driven by increasing experience and sophistication of Chinese buyers, underpinned by
government support and direction (including SOE reform – see below)
•
Domestic M&A will also grow to new highs, driven by industry consolidation and sector reforms
which will increase competitive pressures; A-share listed companies will be important drivers of
this activity
•
Foreign inbound investment will also grow as confidence returns in overseas markets especially
in Europe and the US, and as MNC’s realign their China strategies resulting in both sale and
purchase of business units and an increasing number of JVs with Chinese partners
•
PE exits will rebound strongly as IPO markets re-open, but sale by M&A will also grow and we
expect to see more secondary (PE to PE) activity; we also think that the number of new
investments will increase with the trend to buy-outs continuing; although smaller in number, we
will see more outbound PE deals and we expect to see some PE interest in investing in SOEs (see
below) and in A-share listed companies
•
SOE reform, including market liberalisation, specialisation, globalisation and diversified
shareholding will drive M&A activity across several of the sectors described above
•
In summary, we see strong tail-winds for M&A in China: the record trends seen in the second half
of 2013 will continue into 2014
•
Drivers of this activity will include: further liberalisation of markets; SOE reforms; government
support for M&A generally – especially outbound; increasing direct investment activities of large
financial institutions; market-driven industry consolidation; increasing sophistication of Chinese
buyers; and recovering equity capital markets
PwC
7

8. China deal numbers recovered from multi-year lows in the first half
of 2013, increasing by more than 40% in the second half; nearly all
categories of M&A showed strong growth
Total deal volume, 2013 vs. 2012 (half yearly)
1H12
Volume
2H12
Volume
1H13
Volume
2H13
Volume
% Diff
2H13 v s
2H12
% Diff
2H13 v s
1H13
St rat egic buy ers
Dom estic
Foreign
Tot al St rat egic buy ers
1 ,1 7 7
1 52
1,329
1 ,4 9 0
1 34
1,624
1 ,09 6
1 23
1,219
1 ,6 08
1 52
1,7 60
8%
13%
8%
47%
24%
44%
Financial buy ers
Priv ate Equity
VC
Tot al Financial buy ers
1 64
220
384
1 68
2 53
421
1 62
27 6
438
2 05
462
667
22%
83%
58%
27%
67%
52%
China mainland Out bound
SOE
POE
Tot al China mainland Out bound
26
70
96
22
73
95
28
53
81
31
88
119
41%
21%
25%
11%
66%
47%
HK Out bound
67
99
88
76
(23%)
(14%)
1,87 6
2,239
1,826
2,622
17%
44%
Tot al
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
8

9. On an annualised basis – despite the quiet first half – overall deal
volumes grew by 8% and values by 28% in 2013 compared to 2012;
deal values reached a record high …
Total deal volume and value, from 2008 to 2013
2008
Volume
2009
Value
Volume
2010
Value
Volume
2012
2011
Value
Volume
Value
Volume
2013
Value
Volume
Value
% Diff
% Diff
volume value
2013 vs. 2013 vs.
2012
2012
Strategic buyers
Domestic
Foreign
Total Strategic buyers
3,006
61 4
3,620
1 53.2
1 9.7
172.9
2,7 7 4
409
3,183
1 02.1
1 1 .5
113.6
2,947
539
3,486
1 42.8
1 8.3
161.1
3,262
482
3,744
1 1 9.9
1 7 .6
137.5
2,667
286
2,953
89.6
9.2
98.8
2,7 04
27 5
2,979
1 48.1
1 5.1
163.2
1%
-4%
1%
65%
63%
65%
Financial buyers
Priv ate Equity
VC
Total Financial buyers
365
694
1,059
22.4
1 .8
24.2
254
712
966
22.8
1 .8
24.6
425
1 ,01 1
1,436
25.4
2.6
27.9
502
903
1,405
32.6
1 .9
34.5
332
47 3
805
23.9
1 .0
24.9
367
7 38
1,105
35.0
0.9
35.9
11%
56%
37%
46%
-12%
44%
China mainland Outbound
SOE
POE
Total China mainland Outbound
27
99
126
6.9
3.7
10.5
45
99
144
26.8
6.6
33.4
64
1 24
188
35.2
6.6
41.8
48
1 58
206
33.6
9.6
43.2
48
1 43
191
40.4*
26.0
66.4
59
1 41
200
39.5
1 2.0
51.5
23%
-1%
5%
-2%
-54%
-22%
HK Outbound
156
6.8
152
6.3
171
19.2
183
8.4
166
13.0
164
9.6
-1%
-26%
4,961
214.4
4,445
177.9
5,281
250.0
5,538
223.5
4,115
203.1
4,448
260.2
8%
28%
Total
(US$bn )
(US$bn )
(US$bn )
(US$bn )
(US$bn )
(US$bn )
* CNOOC’s US$15 bn Nexon deal was announced in 2012 and so
is included in 2012 numbers, although it was completed in 2013
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
9

10. … deal values reached a record high with 43 deals greater than
US$1 billion in 2013, compared to 30 in 2012
Deal value by main category
US$ billion
250
51.5
200
41.8
10.5
43.2
22.4
19.7
150
33.4
18.3
32.6
66.4
15.1
17.6
22.8
23.9
11.5
100
35.0
25.4
9.2
153.2
142.8
102.1
50
148.1
119.9
89.6
0
2008
2009
Domestic Strategic Buyers
2010
Foreign Strategic Buyers
2011
Private Equity Deals
2012
2013
China Mainland Outbound
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
10

11. Strategic buyers
PwC
11

12. Domestic strategic M&A recovered strongly in the second half of
2013 …
Strategic buyer deals, 2013 vs. 2012 (half yearly)
No.
US$ billion
2,000
120
1,800
98.5
1,600
1,400
100
80
1,200
1,000
800
600
54.0
1,177
1,608
40
35.6
1,096
20
6.7
8.4
4.0
152
5.2
134
123
152
1H2012
0
60
1,490
400
200
49.6
2H2012
1H2013
2H2013
Announced Deal Volume Inbound
Announced Deal Value Inbound
0
Announced Deal Volume Domestic
Announced Deal Value Domestic
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
12

13. … although full year numbers were less spectacular due to the slow
first half which was affected by political and economic
uncertainties
Strategic buyer deals, from 2008 to 2013
No.
US$ billion
4,000
180
3,500
160
153.2
142.8
148.1
3,000
2,000
120
119.9
2,500
3,006
102.1
2,947
100
3,262
2,774
89.6
2,667
1,500
2,704
80
60
1,000
500
140
40
19.7
18.3
614
11.5
409
539
2008
2009
2010
17.6
482
9.2
286
275
2011
2012
Announced Deal Volume Inbound
Announced Deal Value Inbound
20
2013
0
15.1
0
Announced Deal Volume Domestic
Announced Deal Value Domestic
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
13

14. Strategic M&A activity by industry was broadly consistent with
earlier years, although technology and financial services deals
showed some upward trends
Strategic buyer deal volume by industry sector
No.
4000
3500
970
743
3000
2500
1125
358
432
2000
1500
1000
522
372
1015
106
404
381
310
664
252
137
369
446
320
539
614
529
428
475
2008
2009
2010
500
653
264
500
300
273
384
697
315
402
395
352
668
400
404
570
429
575
439
434
2011
2012
2013
0
Industrials
Raw Materials
High Technology
Consumer Related
Real Estate
Financial Services
Others
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
14

15. Foreign inbound M&A was flat; Japanese investment has declined
sharply over the last two years as has investment from the US
No.
650
Foreign strategic buyer deal volume by region of origin
600
550
500
450
400
70
350
300
70
127
92
250
67
200
87
150
29
100
50
124
67
35
23
73
54
31
79
27
46
35
48
66
67
98
89
0
2008
SE Asia
UK
Latin America
2009
Japan
British Virgin/Cayman
Other Europe
2010
EU
Oceania
Russia
2011
25
26
34
37
53
94
58
2012
US
Canada
n.a.
2013
Other Asia
Africa
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
15

16. European investors did the biggest value inbound deals, as they
have for three out of the last six years
Foreign strategic buyer deal value by region of origin
US$ billion
25
20
15
0.5
3.0
0.3
10
5
0.2
2.0
0.8
2.1
3.4
4.3
3.6
0
2008
EU
Oceania
Canada
0.4
2.4
0.2
1.8
1.0
0.8
2009
SE Asia
British Virgin/Cayman
Other Europe
2.9
1.6
5.3
0.3
0.5
0.7
0.9
0.3
1.2
0.4
1.8
5.9
2010
2011
US
UK
Japan
Africa
Other North Amercia
Russia
0.1
1.2
1.3
3.4
3.6
7.1
1.0
1.3
2012
2013
Other Asia
South America
n.a.
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
16

17. PE
PwC
17

18. Renminbi PE fundraising declined for the second straight year as
the domestic Chinese PE industry continued to consolidate; US$
denominated fundraising has been consistently healthy over the
same period
PE/VC fund raising for China investment*
No.
US$ billion
60
* Excludes PEs investing in China from non-region specific funds
300
277
250
50
249
21.8
200
40
172
165
150
21.1
14.9
123
39.8
100
130
20
30
20
31.8
9.5
50
21.0
20.3
10
13
4.5
6.7
2008
0
2009
0
Renminbi Fund Size
2010
2011
Non-renminbi Fund Size
2012
2013
Fund Volume
Source: AVCJ and PwC analysis
PwC
18

19. The number of new investments recovered in the second half of the
year …
Private Equity deals, 2013 vs. 2012 (half yearly)
No.
US$ billion
18.5
300
20
16.5
250
18
16
15.1
14
200
12
150
8.8
10
8
205
100
168
164
162
6
4
50
2
0
0
1H2012
2H2012
Announced Deal Volume
1H2013
2H2013
Announced Deal Value
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
19

20. … and on a full year basis, deal values held up well
Private Equity deals, from 2008 to 2013
No.
US$ billion
550
40
500
400
350
35.0*
32.6
450
30
25.4
22.4
25
22.8
23.9
300
20
502
250
200
425
365
150
35
332
367
15
10
254
100
5
50
0
0
2008
2009
2010
Announced Deal Volume
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
2011
2012
2013
Announced Deal Value
* Includes US$9.8 bn Taikang and Guolian investment in
Petrochina’s West Pipeline JV
20

21. PE investors’ industry focus was broadly consistent with earlier
years; we think TMT and healthcare sectors will grow in
importance
PE deal volume by industry sector
No.
550
500
450
400
13
30
350
8
47
300
250
14
33
200
40
150
60
100
12
20
23
32
77
45
50
2008
98
2009
72
124
54
50
0
34
31
54
Industrials
Healthcare
Materials
31
31
24
46
44
32
58
45
67
73
88
90
2010
2011
Consumer related
Real Estate
Retail
Media and Entertainment
Financial Services
Others
42
2012
82
2013
High Technology
Energy and Power
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
21

22. Growth capital deals declined as the PE industry shifted focus
towards PIPE and, increasingly, buy-out transactions …
PE deal volume by type
No.
550
16
500
450
400
350
13
15
118
29
85
18
21
300
132
51
200
150
68
4
250
329
368
327
246
199
100
206
50
0
2008
2009
2010
Growth
2011
PIPE
2012
2013
Buyout
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
22

23. … whilst PE interest in outbound deals continued, albeit still at low
levels in absolute terms
China mainland PE backed outbound deal volume by PE category
No.
30
25
20
20
15
18
7
23
10
8
11
5
8
4
8
4
3
0
2008
2009
2010
SWFs
2011
2012
2013
Other PEs
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
23

24. PE-backed IPOs showed some recovery in the second half of 2013
off a very low base …
PE/VC backed deal exit volume by type, 2013 vs. 2012 (half yearly)
No.
140
120
3
100
48
5
80
60
5
44
1
34
40
64
51
20
34
29
6
0
1H2012
2H2012
IPO
1H2013
M&A - trade
2H2013
M&A - PE
Source: AVCJ and PwC analysis
PwC
24

25. … but it was the third straight year of decline for PE exits, almost
entirely attributable to problems in the equity capital markets;
2013 was the first year that IPO was not the dominant exit-route
PE/VC backed deal exit volume by type
No.
350
8
300
6
83
250
91
200
8
5
150
92
84
100
7
212
171
85
44
50
6
98
88
46
35
0
2008
2009
2010
IPO
2011
M&A - trade
2012
2013
M&A - PE
Source: AVCJ and PwC analysis
PwC
25

26. The overhang of new investments compared to exits remains the
number one issue affecting the PE and VC industry
PE/VC deal volume vs. No. of exits
No.
1,500
1,400
1,300
1,200
1,100
1,000
900
800
700
600
500
400
300
200
100
0
425
502
367
365
254
332
1,011
738
712
694
212
2009
97
2010
VC deals
473
171
91
88
89
46
51
2008
903
PE deals
98
100
2011
M&A exit
2012
35
91
2013
IPO exit
Source: ThomsonReuters, ChinaVenture, AVCJ and PwC analysis
PwC
26

27. China mainland outbound
PwC
27

28. China outbound M&A recovered with more deals announced in the
second half of 2013 than in any earlier half-year period …
China mainland outbound deals, 2013 vs. 2012 (half yearly)
No.
US$ billion
140
45
41.8 *
40
120
35
100
28.5
80
30
24.6
23.0
60
119
96
95
20
15
81
40
25
10
20
5
0
0
1H2012
2H2012
Announced Deal Volume
1H2013
2H2013
Announce Deal Value
* Includes US$15.1 bn CNOOC – Nexus transaction
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
28

29. … and on a full-year basis, outbound M&A compared well with the
last few years but the soft first half meant no new records in 2013
China mainland outbound deals, from 2008 to 2013
No.
US$ billion
250
70
66.4 *
51.5
200
60
50
150
43.2
41.8
33.4
100
188
206
191
200
144
126
50
40
30
20
10.5
10
0
0
2008
2009
2010
Announced Deal Volume
2011
2012
2013
Announce Deal Value
* Includes US$15.1 bn CNOOC – Nexus transaction
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
29

30. POE activity was surprisingly low in the first half but rebounded to
a new six-month high with 88 announced deals in the second half …
China mainland outbound strategic buyer deals, 2013 vs. 2012 (half yearly)
US$ billion
30
No.
140
120
24.0
25
100
80
31
20.7
22
26
18.8
17.9
15
28
60
16.4
40
20
88
70
73
8.1
20
7.8
53
10
5
4.2
0
0
1H2012
2H2012
1H2013
2H2013
POE Announced Deal Volume
SOE Announced Deal Volume
POE Announced Deal Value
SOE Announced Deal Value
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
30

31. … whilst SOE activity was robust and deal values held up well
China mainland outbound strategic buyer deals, from 2008 to 2013
US$ billion
45
No.
250
40.4 *
35.2
200
39.5
33.6
35
48
26.8
150
64
48
59
26.0
45
20
100
158
124
99
6.9
15
143
9.6
2009
2010
10
5
6.6
3.7
2008
0
2011
2012
POE Announced Deal Volume
2013
SOE Announced Deal Volume
POE Announced Deal Value
SOE Announced Deal Value
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
141 12.0
99
6.6
0
30
25
27
50
40
* Includes US$15.1 bn CNOOC – Nexus transaction
31

32. SOEs continued to focus on E&P, resources (raw materials) and
industrial sectors, whilst POE activity was more diversified
covering also industrial technologies, consumer related businesses
and high-tech
China mainland outbound deals by industry sector
No.
50
–By number of deals, 2013 vs. 2012
45
40
35
30
30
25
33
20
5
0
18
26
15
10
33
17 10
18
15
6
28
22
17
5
11 13
1
2013 SOE
15
1
2013 POE
4 10
10
2
2012 SOE
5
1
6
2
14
7 3
1
4
2
2012 POE
Source: ThomsonReuters, ChinaVenture and PwC analysis
PwC
32

33. Destination markets were remarkably similar to 2012 with much of the
POE money targeting established technologies, know-how, IP and
brands in mature markets such as the US and Europe
Outbound M&A deal volume by region of destination 2013 vs. 2012
North America
57
Europe
57
51
Russia
63
Asia
8 5
25 33
8
11
South America
9 8
27 29
Africa
Oceania
2012
2013
Source: ThomsonReuters and PwC analysis
PwC
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34. Key messages and 2014 outlook
PwC
34

35. Key messages (1 of 2)
Overall
•
China deal numbers recovered from multi-year lows in the first half of 2013, increasing by more
than 40% in the second half; nearly all categories of M&A showed strong growth
•
On an annualised basis – despite the quiet first half – overall deal volumes grew by 8% and
values by 28% in 2013 compared to 2012; deal values reached a record high at US$260 billion
with 43 deals greater than US$1 billion in 2013, compared to 30 in 2012
China Outbound
•
China outbound M&A recovered with more deals announced in the second half of 2013 than in
any earlier half-year period; and on a full-year basis, outbound M&A compared well with the last
few years, although the soft first half meant no new records in 2013
•
POE activity was surprisingly low in the first half but rebounded to a new six-month high with 88
announced deals in the second half, whilst SOE activity was robust and deal values held up well
•
SOEs continued to focus on E&P, resources (raw materials) and industrial sectors, whilst POE
activity was more diversified covering also industrial technologies, consumer related businesses
and high-tech
•
Destination markets were remarkably similar to 2012 with much of the POE money targeting
established technologies, know-how, IP and brands in mature markets such as the US and
Europe
PwC
35

36. Key messages (2 of 2)
Domestic and Foreign-Inbound Strategic
•
Domestic strategic M&A recovered strongly in the second half of 2013, although full year
numbers were less spectacular due to the slow first half which was affected by political and
economic uncertainties
•
Foreign inbound M&A was flat; Japanese investment has declined sharply over the last two years
as has investment from the US
Private Equity
•
Renminbi PE fundraising declined for the second straight year as the domestic Chinese PE
industry continued to consolidate; US$ denominated fundraising has been consistently healthy
over the same period
•
The number of new investments recovered in the second half of the year and, on a full year basis,
deal values held up well
•
Growth capital deals declined as the PE industry shifted focus towards PIPE and, increasingly,
buy-out transactions whilst PE interest in outbound deals continued, albeit still at low levels in
absolute terms
•
PE-backed IPOs showed some recovery in the second half of 2013 off a very low base but it was
the third straight year of decline for PE exits, almost entirely attributable to problems in the
equity capital markets; 2013 was the first year that IPO was not the dominant exit-route
•
The overhang of new investments compared to exits remains the number one issue affecting the
PE and VC industry
PwC
36

37. Outlook
•
We anticipate strong growth in China outbound, both from SOEs and POEs; 2014 will be a record
year driven by increasing experience and sophistication of Chinese buyers, underpinned by
government support and direction (including SOE reform – see below)
•
Domestic M&A will also grow to new highs, driven by industry consolidation and sector reforms
which will increase competitive pressures; A-share listed companies will be important drivers of
this activity
•
Foreign inbound investment will also grow as confidence returns in overseas markets especially
in Europe and the US, and as MNC’s realign their China strategies resulting in both sale and
purchase of business units and an increasing number of JVs with Chinese partners
•
PE exits will rebound strongly as IPO markets re-open, but sale by M&A will also grow and we
expect to see more secondary (PE to PE) activity; we also think that the number of new
investments will increase with the trend to buy-outs continuing; although smaller in number, we
will see more outbound PE deals and we expect to see some PE interest in investing in SOEs (see
below) and in A-share listed companies
•
SOE reform, including market liberalisation, specialisation, globalisation and diversified
shareholding will drive M&A activity across several of the sectors described above
•
In summary, we see strong tail-winds for M&A in China: the record trends seen in the second half
of 2013 will continue into 2014
•
Drivers of this activity will include: further liberalisation of markets; SOE reforms; government
support for M&A generally – especially outbound; increasing direct investment activities of large
financial institutions; market-driven industry consolidation; increasing sophistication of Chinese
buyers; and recovering equity capital markets
PwC
37

38. Data compilation methodology
PwC
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39. Data compilation methodology:
Statistics contained in this presentation and the press release may vary from those contained in previous
press releases. There are three reasons for this: ThomsonReuters and ChinaVenture historical data is
constantly updated as deals are confirmed or disclosed; PricewaterhouseCoopers has excluded certain
transactions which are more in the nature of internal reorganisations than transfers of control; and
exchange rate data has been adjusted.
Included Deals
• Acquisitions of private/public companies resulting in change of
control
• Investments in private/public companies (involving at least 5%
ownership)
• Mergers
• Buyouts/buyins (LBOs, MBOs, MBIs)
• Privatisations
• Tender offers
• Spinoffs
• Splitoff of a wholly-owned subsidiary when 100%
sold via IPO
• Divestment of company, division or trading assets resulting in
change of control at parent level
• Reverse takeovers
• Re-capitalisation
• Joint Venture buyouts
• Joint Ventures
• Receivership or bankruptcy sales/auctions
• Tracking stock
PwC
Excluded Deals
• Property/real estate for individual properties
• Rumoured transactions
• Options granted to acquire an additional stake when not 100%
of the shares has been acquired
• Any purchase of brand rights
• Land acquisitions
• Equity placements in funds
• Stake purchases by mutual funds
• Open market share buyback/retirement of stock unless part of
a privatisation
• Balance sheet restructuring or internal restructuring
• Investments in greenfield operations
• Going private transactions
39

40. © 2014 PricewaterhouseCoopers Limited. All rights reserved. “PwC” refers to PricewaterhouseCoopers
Limited or, as the context requires, the PwC global network or other member firms of the network, each
of which is a separate legal entity.