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DRAFT

KPMG Global Deal Activity Update

2019 Analysis

KPMG Deals – Corporate Finance

The Dutch M&A market – exception to the rule?

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Executive summary

1

Dutch deal activity has further increased during 2019 amidst the current slowdown of deal activity in the EU and worldwide

— Both total deal volume (+12%) as well as total deal value (+63%) increased in 2019 compared to 2018 in the Netherlands, whereas both deal volume and deal value decreased in the EU and on a global level

2

Financial investors still have sufficient dry powder and investment appetite in the Netherlands, accounting for one third of total Dutch deal volume in 2019

— Despite the fact that valuation levels further increased to a record high in over a decade, the number of entry investments is exceeding the number of exits by the highest amount since 2010

3

The majority (60%) of recorded deal volume the in Netherlands consisted of cross-border deals in 2019, amounting to 523 deals in which a Dutch bidder acquired a foreign target or vice versa

— This deal activity underpins the open character of the Dutch economy, in which the minority of all transactions (40%) consists of both the target and bidder being Dutch

4

Looking at cross-border deals, the Netherlands is a ‘net-seller’ of companies since 2014, reflected by the higher amount of deals in which international buyers acquire Dutch targets compared to non- Dutch targets acquired by Dutch buyers

— This demonstrates the quality and attractiveness of Dutch companies, further confirmed by record valuation levels during 2019

Dutch deal activity appears to be late cyclical High investment pressure among PE’s

The Netherlands is an international M&A market The Netherlands remains a net-seller of companies

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73% 74% 77% 76% 69% 71% 69% 65% 70% 72%

27% 26% 23% 24% 31% 29%

31% 35% 30%

28%

479 544 503 468 567 576 649 723 760 852

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Strategic deals Financial deals

Snapshot overview of the M&A market in 2019

number of deals

2019 2018 delta

19,965 21,238 (6.0)%

8,203 8,512 (3.6)%

852 760 12.1%

deal value in €bn

2019 2018 delta

3,010 3,021 (0.4)%

843 910 (7.3)%

80 49 63.6%

Europe

Netherlands

76% 73% 72% 76% 75% 74% 72% 72% 72% 72%

24% 27% 28% 24%

25% 26% 28% 28% 28% 28%

5,074 5,763 5,616 5,959 6,884 7,140 7,699 8,200 8,512 8,203

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Strategic deals Financial deals

Note: A deal is characterised as a financial deal if either the seller or buyer is a financial investor Source: Mergermarket – based on announcement date, data per 17-2-2020; KPMG Analysis

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Growing Dutch M&A market going against EU and worldwide trends

12,663 13,707 14,138 14,880

17,714 18,462 19,127 20,353 21,238 19,965

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

9.5x 9.7x 9.2x 9.5x 10.3x 11.2x 11.2x 11.8x 11.5x 11.1x

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

5,074 5,763 5,616 5,959

6,884 7,140 7,699 8,200 8,512 8,203

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

9.4x 9.5x 9.1x 9.3x 9.9x 10.6x 10.3x 10.9x 11.5x 10.8x

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

479 544 503 468

567 576 649 723 760 852

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

8.5x 7.8x 8.7x 7.5x

9.0x 11.6x

8.3x

10.5x 11.5x 11.8x

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Global deal volume decreased worldwide with 6.0% and in Europe with 3.6% from 2018 to 2019, whereas the number of deals increased in the Netherlands with 12.1%

Valuation levels in terms of EV/EBITDA multiples have further increased in the Netherlands, to a median EV/EBITDA of 11.8x, while Europe and the global market saw a decline in median EV/EBITDA multiples

number of deals

World

EV/EBITDA multiple

World

Europe Europe

the Netherlands the Netherlands

8.2%

3.1% 5.2%

19.0%

4.2% 3.6% 6.4% 4.3%

(6.0)%

13.6%

(2.6)% 6.1% 15.5%

3.7% 7.8% 6.5% 3.8% (3.6)%

13.6%

(7.5)% (7.0)%

21.2%

1.6% 12.7% 11.4% 5.1% 12.1%

2.3%

(5.6)%

3.6% 8.6% 8.7%

(0.7)% 6.0%

(2.4)% (3.9)%

0.4%

(4.5)% 2.4% 6.3% 7.2%

(2.4)% 5.4% 5.6%

(5.8)%

(8.8)%

11.7%

(13.6)%

19.8% 28.9%

(27.8)%

25.6%

10.2% 1.9%

Note: Displayed analysis concerns median EV/EBITDA multiples

Source: Mergermarket – based on announcement date, data per 17-2-2020; KPMG Analysis

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73% 74% 77% 76% 69% 71% 69% 65% 70% 72%

27% 26% 23% 24%

31% 29% 31% 35% 30%

28%

479 544 503 468

567 576 649

723 760 852

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Strategic deals Financial deals

13.6%

(7.5)% (7.0)%

21.2%

1.6% 12.7% 11.4% 5.1% 12.1%

Y-o-y growth (%)

61%

25%

14%

72%

28%

Financial deals remain an important part of overall deal volume in the Netherlands

Looking at the Netherlands, deal volume increased to 852 announced transactions in 2019, a growth of 12.1% from 2018 With 238 deals financial investors accounted for 28% of the total deal volume in the Netherlands in 2019, which is in line with previous years

Looking at financial deals in the Netherlands, financial investors made a total of 144 entry investments, amounting to roughly 61%

of total financial deals in 2019

238

Financial deals 614

Strategic deals

type of deal

split by type of deal - Netherlands (2019)

type of financial deal

split by entry/exit/secondary - Netherlands (2019)

Entry

238 852

total Dutch deals

s

13.6%

(7.5)% (7.0)%

21.2%

1.6% 12.7% 11.4% 5.1% 12.1%

Y-o-y growth (%) 73% 74% 77% 76% 69% 71% 69% 65% 70% 72%

27% 26% 23% 24% 31% 29%

31% 35% 30%

28%

479 544

503 468

567 576 649

723 760 852

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Strategic deals Financial deals

Entry: Financial investor acquires a company from a non-financial investor Exit: Financial investor sells a portfolio company to a strategic buyer (excluding IPOs) Secondary:Financial investor sells a portfolio company to another financial investor

144 entry investments

Exit

60 exits

Entry

34 secondary investments

Source: Mergermarket – based on announcement date, data per 17-2-2020; KPMG Analysis

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© 2020 KPMG Advisory N.V., registered with the trade register in the Netherlands under number 33263682, is a member firm of the KPMG network of independent member firms affiliated with KPMG 6

International Cooperative (‘KPMG International’), a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks of KPMG International.

74 78 56 65 97 73 116 138 130 144

37 45

42 34

55 76

60

87 67 60

0 50 100 150 200 250

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Exit Entry

37 33

14 31 42 (3)

56 51 63 84

-50 0 50 100 150 200 250

Entry minus Exit

44 7 67 48 45 53 58 74 89 81 59

4 10 9 8 8 12

26 15

13 11 17 3 24 20 19

26 24

19 28

25 22

11 7

23 27

30 27

33 32

10 14

11 18

22 20

30 43

35 49

28 24

21 28

45 35

26 43

48 51

127 142

118 110

175 168 198

252

231 238

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Industrials Technology Business Services

Chemicals & Pharma Media Other

number of financial deals

split by target sectors - Netherlands (2019)

61%

25%

14%

No visible investment slowdown among financial parties in the Netherlands

Within financial deals, roughly 61% of the transactions were related to entry investments versus 25% for financial exits

The number of entry investments in the Netherlands is at the highest level over the 2010-2019 period in the Netherlands. Moreover, the number of entry investments exceeding the exits, so called “net investments” is also at the highest level since 2010, totalling 84 more entry investments than exits in 2019

This increase in net investments demonstrates that there has been no investment slowdown among financial investors in the Netherlands and that these parties still have sufficient dry powder and investment appetite

Throughout the years, targets in the industrial sector have consistently generated the majority of transactions for financial investors. However, technology deals have grown significantly emphasizing the importance of technology in the current economy

number of financial deals

split by entry vs. exits - Netherlands (2019)

37 33

14 31 42

-3

56 51 63 84

-50 0 50 100 150 200 250

Entry minus Exit

type of financial deal

split by entry/exit/secondary - Netherlands (2019)

Entry

238

144 entry investments

Exit

60 exits

Entry

34 secondary investments

Type of financial deal

Note: Technology deal is defined as a deal where a target is active in computer software, computer services, hardware or semiconductors Source: Mergermarket – based on announcement date, data per 17-2-2020; KPMG Analysis

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Note: A deal is characterised as Dutch deal if either target or buyer is Netherlands based Source: Mergermarket – based on announcement date, data per 17-2-2020; KPMG Analysis

184 200 222 255 262 303

165 184 193 195 201 220

218 192 234 273 297 329

567 576 649 723 760

852

2014 2015 2016 2017 2018 2019 Local Import Export

Cross-border activity in the Netherlands

total Dutch deals

target & buyer geography

The Netherlands recorded a total of 523 cross-border deals in 2019, 220 of which concerned a Dutch bidder acquiring a foreign target (“import”) and 303 transactions in which a foreign buyer acquired a Dutch target (“export”). In 329 transactions both the target and bidder were Dutch (“local”)

Looking at the countries where Dutch buyers acquired foreign assets, Germany ranks as the number one geographic region in 2019, followed by the US, Belgium, France and the UK

Countries eager to acquire Dutch companies in 2019 are the UK, France, Belgium and Germany. In line with previous years, US buyers demonstrated the strongest appetite for Netherlands based assets, acquiring a total of 64 companies in 2019

about KPMG Deal Advisory

For more info please contact:

Danny Bosker – Partner, email: bosker.danny@kpmg.nl, phone: +31 (0)20 656 7767 Mark Zuidema – Partner, email: zuidema.mark@kpmg.nl, phone +31 (0)20 656 8276 Onno Groeneveld – Partner, email: groeneveld.onno@kpmg.nl, phone +31 (0)20 426 2669 A selection of recent accomplishments include:

>8,200

Deal professionals

170

Offices globally

84

Countries

In the Netherlands our practice consist of 200 professionals and we serve a broad clientele of listed and privatecorporate clients, financial investors, as well as governmental institutions.

KPMG Deals acted as the exclusive financial adviser to SCA AB on the sale of SCA Logistics B.V. to Matrans Holding B.V.

August 2019 KPMG Deals

acted as the exclusive financial adviser to Stichting

Saltro on the sale of the company and its subsidiaries

to Unilabs

October 2019 KPMG Deals

acted as the exclusive financial adviser of Argenta on the sale of its Dutch life insurance business to Waard Leven (subject to regulatory

approval)

November 2019 KPMG Deals

acted as the exclusive financial adviser to Reggeborgh and AtlastInvest on the sale of The Sniffers to Intero

Integrity Services

December 2019 KPMG Deals

acted as exclusive financial adviser to a consortium of investors on the acquisition of Dias Software from UNIT4

Bedrijfssoftware

January 2020 KPMG Deals

acted as the exclusive financial adviser to the shareholders of Assai Software Services on the sale of a majority stake to Vortex Capital Partners

January 2020

cross-border deals

target geography for Dutch buyer

cross-border deals

buyer geography for Dutch target

61 59 81 79 106 101

23 21 16 24 14 32

11 24 20 28 26 32

17 14 25 28 24 33

27 32 26 37 41 41

45 50 54

59 51

64

184 200 222

255 262

303

2014 2015 2016 2017 2018 2019

US UK FR BE DE Other

81 88 88 93 90 103

187 2112 187 1614 188 1417

17 18 25 15 20 17

22 26 24 29 28 32

20 19 31 28 37 37

165 184 193 195 201 220

2014 2015 2016 2017 2018 2019

DE US BE FR UK Other

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The KPMG name and logo are registered trademarks or trademarks of KPMG International.

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation.

© 2020 KPMG Advisory N.V., registered with the trade register in the Netherlands under number 33263682, is a member firm of the KPMG network of

independent member firms affiliated with KPMG International Cooperative (‘KPMG International’), a Swiss entity. All rights reserved. The KPMG name and logo are registered trademarks of KPMG International.

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