Confidence in global M&A activity endures but dealmakers less bullish. After a banner year for merger and acquisition activity in 2014, leading dealmakers expect sustained strong volume in 2015, but are less optimistic than they were a year ago, according to the 8th Annual Brunswick Group M&A Survey. Fewer dealmakers expect global M&A activity to reach new heights, with just over half (54%) of respondents predicting it will increase in 2015, compared with 78% of those surveyed in 2014. The survey polled 115 top M&A practitioners from North America, Europe and Asia. Results were released ahead of the Tulane University Law School 27th Annual Corporate Law Institute, an annual gathering of the M&A community that draws lawyers, bankers, Delaware judges and other market participants. For more information please contact our New York office: http://www.brunswickgroup.com/contact-us/new-york/

1. BRUNSWICK GROUP
8th Annual Global
M&A Survey
2015
Presented at theTulane University Law School
27th Annual Corporate Law Institute

2. Brunswick Group is the leading global M&A communications firm.The 2015 survey included the
views of 115 leading M&A lawyers,bankers and advisors from Brunswick’s proprietary database of
M&A practitioners across North America,Europe and Asia,and was conducted February 17 – March
2,2015.The results were analyzed by Brunswick Insight,the firm’s specialist opinion research and
consulting practice,which focuses on understanding the views of opinion formers around the world.

3. 8TH ANNUAL BRUNSWICK GROUP M&A SURVEY
GLOBAL M&A OUTLOOK:
After a banner year for merger and acquisition activity
in 2014, leading dealmakers around the globe expect
sustained strong volume in 2015, but are less optimistic
than they were a year ago, according to the 8th Annual
Brunswick Group M&A Survey. Fewer dealmakers expect
global M&A activity to reach new heights, with just over half
(54%) of respondents predicting it will increase in 2015,
compared with 78% of those surveyed in 2014.
The survey polled 115 top M&A practitioners from
North America, Europe and Asia. Results were released
ahead of the Tulane University Law School 27th Annual
Corporate Law Institute, an annual gathering of the M&A
community that draws lawyers, bankers, Delaware judges
and other market participants.
While deal activity in 2012 and 2013 did not meet
optimistic predictions by dealmakers who responded to
Brunswick’s M&A Survey in those years, it matched high
expectations in 2014. Global M&A activity in 2014 reached
$3.5 trillion, up 47% from the prior year. Given the recent
announcements of major transactions such as AbbVie’s
$21 billion planned acquisition of Pharmacyclics, Pfizer’s
$17 billion agreement to acquire Hospira and NXP
Semiconductors’ $17 billion proposed merger with
Freescale, this year has the potential to be another solid
one for deals.
According to a plurality (44%) of North American
dealmakers, the level of mega-deals and leveraged
buyouts is likely to remain the same in 2015, as compared
to 2014, while 24% expect it to decrease. Additionally, a
majority (55%) see the level of corporate spinoffs and
divestitures in North America increasing in 2015, while
36% see it staying the same.
compared to 2014, do you expect the level
of global m&a will increase, decrease or
stay at the same level in 2015?
Increase Stay the same Decrease
53%
81%
78%
54%
23%
20%
2%
16%
3%
32%
14%
2012 2013 2014 2015
2012 2013 2014 2015
Shareholder activism/pressure from investors
CEO/Board confidence
Availability of credit/low interest rate environment
Improving economy
what are the key factors that will
drive m&a in 2015?
70%
64% 63%
62%
49%
42%
33%
40%
46%
47%
45%
53%
44%
28%
61%
63%
In North America, the influence of shareholder activists
is growing. Nearly three-quarters (73%) of dealmakers in
North America believe shareholder activism will increase in
2015. Additionally, a majority of dealmakers (62%) in North
America cite shareholder activism or pressure from
investors as the number one factor that will drive M&A
activity in their region.
This focus on activism has more than doubled since
2012, when only 28% of dealmakers cited activists as the
main driver of M&A activity in North America. It has also
grown significantly from last year. In 2014, confidence
among CEOs and Boards of North American companies
was predicted to be the key driver of deal activity by 63% of
M&A practitioners, whereas activism was cited to a lesser
degree (47%).
Unchanged from last year’s survey, North American dealmakers expect
the most active sector for consolidation in 2015 will be healthcare (65%),
followed by energy (59%). European-based dealmakers expect to see the
most deal activity in technology and telecom (81%) as well as the healthcare
industry (75%) in 2015. Among dealmakers in Asia, the consumer goods
and retail industry (65%) is at the top of the list for consolidation this year.
Also, across the globe, a majority of dealmakers in North America (63%),
Europe (88%) and Asia (55%) predict that merger activity in the energy and
petroleum sector will increase over the next year.
Influence of Shareholder
Activism Growing in
North America

4. Increase 30%
Stay the same 69%
Decrease 1%
compared to 2014,
do you expect the level
of antitrust scrutiny for
deals in northamerica
to increase, decrease or
stay the same in 2015?
compared to 2014,
do you expect the level
of antitrust scrutiny
for deals in europe to
increase, decrease or
stay the same in 2015?
Increase 65%
Stay the same 35%
compared to 2014, do you
expect the level of antitrust
scrutiny for deals in asia to
increase, decrease or stay
the same in 2015?
Increase 71%
Stay the same 29%
Notably, the activism trend is limited to North America
– only 9% of dealmakers in Asia and 19% of those in Europe
believe activism will drive deal activity in their respective
regions.
Continuing the trend from 2014, one-third (34%) of
dealmakers in North America expect that activist
shareholders are most likely to demand spinoffs, sales or
divestitures in 2015 over any other type of activist demand,
such as Board representation (28%) or share buybacks or
dividends (25%).
As compared to 2014, roughly the same percentage of
dealmakers in North America expect activists to demand
Board representation this year. Additionally, expected
demand for share buybacks or dividends is down from last
year, while expected demand for mergers and acquisitions
is up.
As shareholder activism activity is expected to rise and
increasingly drive deal activity in 2015, more than eight in
ten (85%) dealmakers in North America also predict that
the level of engagement between Boards of companies in
the region and investors will increase.
Influence of Shareholder
Activism Growing in
North America
(continued)
Antitrust Concerns
Growing in Europe
and Asia
Nearly two-thirds (65%) of dealmakers in Europe predict
the level of antitrust scrutiny for deals in their region will
increase relative to 2014, while 71% of dealmakers in Asia
believe the same for deals in their region. On the other
hand, the level of antitrust risk is expected to remain
unchanged in North America, according to a majority of
dealmakers (69%) in the region.
In North America, technology and telecom (57%),
healthcare (48%) and media (43%) are the industries that
dealmakers believe will receive the most antitrust scrutiny
in 2015.
While concerns persist about antitrust issues in
technology and telecom, they have significantly decreased
since 2014, when 77% of dealmakers expected it to be a
key industry for regulatory review. Dealmakers are also less
concerned this year over antitrust scrutiny in the media
industry – last year, more than half (61%) expected it to
increase. However, concerns about the healthcare industry
have slightly increased from last year, when 39% of
dealmakers expected antitrust scrutiny to increase.
do you expect the level
of shareholder activism
activity to increase,
decrease or stay the
same in 2015?
Increase 73%
Stay the same 25%
Decrease 1%
do you expect the level
of engagement between
company boards and
investors to increase,
decrease or stay the
same in 2015?
Increase 85%
Stay the same 14%
Decrease 1%
what do you expect will be the most recurring
demand among shareholder activists in 2015?
Board
Representation
27%
28%
Mergers &
Acquisitions
3%
11%
Spinoffs, sales,
or divestitures
39%
34%
Share buybacks
or dividends
32%
25%
2014 2015

5. what are the key factors that will drive m&a in 2015?
North America
• The majority of dealmakers in North America (62%)
predict that shareholder activism or pressure from
investors will be the key factor that drives M&A in 2015,
ahead of CEO / Board confidence (49%) and a low
interest rate environment and easy access to credit
(42%).
• Since 2014, shareholder activism has traded places with
confidence among CEOs and Boards as the top expected
driver of deal activity. Last year, confidence among CEOs
and Boards was predicted to be the key driver by 63% of
dealmakers in North America, whereas activism was only
cited by 47%.
Asia
• More than half (52%) of dealmakers in Asia believe that
strategic repositioning by companies, such as expansion
into new lines of business and geographies, will be the
key driver for deal activity by Asian companies in 2015. Of
note, this has more than doubled since last year, when
only 23% of dealmakers in the region cited strategic
repositioning as a deal driver.
• The second most critical deal driver for 2015, cited by
43% of dealmakers in Asia, is expected to be easy
access to credit and a low interest rate environment.
This is up from 20% in 2014.
• Of note, in 2014, more than half (53%) of Asia-based
dealmakers said appetite for outward expansion by
privately-owned Chinese companies would drive deal
activity, but this number is down considerably in one
year, with only 17% predicting the same for 2015.
Europe
• In Europe, a strong majority (69%) of dealmakers agree
that easy access to credit and a low interest rate
environment will be the most critical driver for deal activity
by European companies in 2015, up from 50% last year.
• The second most significant driver of deal activity is
expected to be confidence among CEOs and Boards of
European companies, according to 63% of dealmakers.
This is slightly down from 2014, when 75% of dealmakers
predicted it to be the top driver.
• Additionally, fewer dealmakers in Europe (25%) cited the
improving economy as a deal driver for 2015, relative to
2014 (54%).
62%
49%
42%
33%
31%
31%
24%
11%
11%
4%
Shareholder activism/pressure from investors
CEO/Board confidence
Availability of credit and low interest rate environment
Improving economy
Strategic repositioning
(new lines of business, geographic expansion)
Cost cutting/synergies
More cash on balance sheets
Equity market rebound in U.S.
Currency fluctuations
Other
69%
63%
38%
38%
31%
25%
19%
13%
6%
0%
Availability of credit and low interest rate environment
CEO/Board confidence
More cash on balance sheets
Strategic repositioning
(new lines of business, geographic expansion)
Cost cutting/synergies
Improving economy
Shareholder activism/pressure from investors
Equity market rebound in U.S.
Currency fluctuations
Other
52%
43%
26%
22%
22%
17%
17%
17%
17%
9%
9%
9%
4%
Strategic repositioning
(new lines of business, geographic expansion)
Availability of credit and low interest rate environment
More cash on balance sheets
CEO/Board confidence
Cost cutting/synergies
Improving economy
Equity market rebound in U.S.
Currency fluctuations
Growing appetite among privately-owned
Chinese companies for outward expansion
Shareholder activism/pressure from investors
Opportunities in struggling Western economies
Other
Growing appetite among Chinese SOEs for outward expression

6. what types of deals do you expect to drive m&a in 2015?
North America
• In 2015, over two-thirds (68%) of dealmakers in North
America expect domestic transactions among strategic
buyers to make up the majority of deal activity within the
region, while only 10% see North American companies
looking abroad.
• A smaller amount (18%) of dealmakers expect private
equity deals to drive the North American M&A market.
• Very few (5%) dealmakers expect inbound foreign
acquirers to play a major role in deals in North America in
2015.
Europe
• Dealmakers in Europe (72%) expect inbound deals to
drive M&A by European companies in 2015. These
inbound deals are expected by 88% of European
dealmakers to come primarily from North America.
• Very few dealmakers in Europe (11%) predict outbound
activity by European companies and even fewer (6%)
expect to see domestic transactions among strategic
buyers to drive deals in the region. Similarly, very few
(6%) dealmakers expect private equity deals to drive
M&A in Europe.
Asia
• Nearly half of dealmakers in Asia (43%) predict M&A
activity by companies in their region will be focused on
outbound deals, with domestic companies making
acquisitions of companies outside of Asia. Those
outbound deals are expected by 67% of Asian
dealmakers to be directed toward North America and, to
a lesser degree (19%), toward Europe.
• Domestic transactions among strategic buyers (24%) and
inbound deals by foreign acquirers (19%) are expected to
play a relatively smaller role in terms of driving M&A
activity in Asia.
• Only 14% of dealmakers in Asia expect deal activity to be
driven by private equity.
NOTE: In some charts, percentages do not total 100 due to multiple response options
what types of deals do you expect to drive the european m&a
market in 2015?
INBOUND
Foreign acquirers
into North America
5% OUTBOUND
Domestic acquirers
into other markets
1­­0%
Domestic transactions among strategic buyers 68% Private equity 18%
INBOUND
Foreign acquirers
into Europe
72%
OUTBOUND
Domestic acquirers
into other markets
1­­1%
Domestic transactions among strategic buyers 6% Private equity 6%
INBOUND
Foreign acquirers
into Asia
19%
OUTBOUND
Domestic acquirers
into other markets
43%
Domestic transactions among strategic buyers 24% Private equity 14%
what types of deals do you expect to drive the northamerican
m&a market in 2015?
what types of deals do you expect to drive the asian m&a
market in 2015?

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