The document provides an overview of M&A trends both globally and in the Polish market, highlighting record transaction values in 2015 and a significant number of transactions in Poland. Despite a decline in the CEE region due to geopolitical factors, Poland exhibits strong growth, with an increasing dominance of private equity in real estate and strategic investments. The Polish M&A market is characterized by a polarization trend, with many small value deals and a few high-value transactions, while it remains the strongest capital market in the region entering 2016.

1. Current Trends in M&A
Global and Local Overview

2. Agenda
o M&A Trends in 2015 – brief summary
o Figures in Q1-Q2 2016
• Global Overview
• CEE M&A market
• Poland M&A Index
o M&A trends in 2016 focused on
Polish market

3. Our Virtual Data Room supported over 300 various complex and confidential transactions
with a total value of 32 billion PLN
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About FORDATA
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4. M&A Index Poland Reports
o Reports prepared quarterly,
since 2012
o Created to monitor the
dynamics of Polish M&A market
and to demonstrate the most
interesting transactions
o Prepared by FORDATA, together
with Navigator Capital Group

5. Global and
local overview (CEE, Poland)
M&A Trends in 2015

6. M&A Trends in 2015
Global scene
A record-breaking year with a result
of USD 3.49 trillion
o Increase of almost 25% compared to
2014
o The biggest deal: merger of two
pharmaceutical companies Pfizer and
Allergan worth USD 183.7 billion
CEE
CEE region recorded declines both in
terms of quantity and values of
transactions
o Embargo imposed on Russia
o Russia -Ukraine conflict, reduced
investor confidence

7. M&A Trends in 2015
Poland
Record increase in the number of transactions along with
the decline in their value (trend observed since 2014)
o Record number of 247 transactions (40% increased compared to already strong 2014)
o Polarization of the market:
o Deals with a value of up to PLN 100 million were dominant
o A few transactions with a value higher than EUR 100 mln
o The largest transaction: the acquisition of 52.7% stake in TVN S.A. by Scripps Networks
for PLN 2.416 billion
o Buy-side dominated by funds (higher rates of return in Poland than in Western Europe)
o Sell-side dominated by individuals, which confirms the phenomenon of succession
o Most active sectors: Real estate, Telkom, IT, and health care

8. Global scene
CEE Region
M&A Market in Q1-Q2 2016

9. Global M&A market – Q1 2016
Leisurely beginnings in Q1 2016
o Political and economical worries
o Falling oil prices
o Slowing growth in China
o US presidential ellections
o Possibility of Brexit
o EU challenges with migration
Deal volumes and values lower than the
same period last year*
o 7 708 deals vs 9 006 (Q1 2015), 14% down
o USD 630bn vs USD 685,5 (q1 2015), 8% down
*Source: Allen&Overy Report

10. Global M&A market - Q2 2016
Healthier outlook in Q2 2016
o Less directly affected by market
volatility or political instability
o Substantial deal-flows
o The number and the value of the
deals sligthly increase
o The trend of cross-border deals
continues
o Weaker euro making European
assets more attractive to foreign
buyers
o More interest from Japan, China,
Canada and the US

11. CEE Region: Figures in Q1-Q2 2016
o CEE & CIS stands for 7% of total
volume of deals globaly.
o CEE still in the quite mode.
o Poland the leader of all
transactions in the region.
*Source: Zephyr, Allen&Overy

12. Poland
M&A Market in Q1-Q2 2016
Trends in 2016

13. Polish M&A market - Q1 2016
Source: M&A Index Poland Report (FORDATA)
* based on public data
**among transactions with disclosed prices

14. Source: M&A Index Poland Report (FORDATA)
* based on public data
**among transactions with disclosed prices
Polish M&A market - Q1 2016
Largest transactions in Poland (Q1 2016)

15. Polish M&A market - Q2 2016
Source: M&A Index Poland Report (FORDATA)
* based on public data
**among transactions with disclosed prices

16. 30
26 28
51
27
32
42
57
50
54
66
77
46
51
0
10
20
30
40
50
60
70
80
90
1Q 2013 2Q 2013 3Q 2013 4Q 2013 1Q 2014 2Q 2014 3Q 2014 4Q 2014 1Q 2015 2Q 2015 3Q 2015 4Q 2015 1Q 2016 2Q 2016*
No. Of Transactions
Polish M&A market – trends
No. Of transactions in Poland (Q1 2013- Q2 2016)
Source: M&A Index Poland Report (FORDATA)
* based on public data, as of 14 June 2016
**among transactions with disclosed prices
2013 I 2014 I 2015 I 2016
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2

17. o Poland is the strongest capital market in the
region with a record number of offerings.
Recent transactions suggest it will remain the
leader among CEE trading floors and will
sustain the upward trend in 2016.
o Stable number of transactions with values
similar as in 2015.
o Domination of transactions below 100m PLN.
o Market polarization – higher number of small
value transactions, several large value.
o The majority of mid-market transactions in
unregulated sectors, less influenced by the
regulatory and tax incursions of the current
government.
Polish M&A market – 2016 trends

18. o Increasing involvement of private equity
funds and strategic investors especially in
the commercial real estate market
warehousing segments and commercial
office.
o A growing trend of leading Polish
companies expanding abroad, in particular
in other EU countries.
o The use of Virtual Data Room synonymous
with professional approach to executed
projects.
o We anticipate that real estate, Telkom, IT,
and health care will remain active in 2016.
Polish M&A market – 2016 trends

19. o Growing maturity of the M&A Market
o M&A market dominated by sellers, who
manage to get higher prices and at the
same time effectively minimize many
legal risks associated with the
transaction conducted
o Buyers seem to better understand which
factors are most important to the selling
party and to shape the terms of the
transaction in the negotiation process,
to obtain its success
Polish M&A market – 2016 trends

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