Baird M&A Update (May 2009)

M&A Market Analysis
May 2009
Global M&A Monthly

A Middle-Market Perspective on U.S., Europe, and Asia
Mergers & Acquisitions
Christopher C. McMahon Brian P. McDonagh Howard P. Lanser

Managing Director Managing Director Director, Mergers & Acquisitions
Head of Global M&A Co-Head of M&A Head of Business Development
cmcmahon@rwbaird.com bmcdonagh@rwbaird.com hlanser@rwbaird.com
312.609.4983 704.998.5757 312.609.5478
J. David Cumberland, CFA Jamie C. Kaplan Thomas J. Gaul

Director, M&A Research Associate, Mergers & Acquisitions M&A Market Analyst
dcumberland@rwbaird.com jkaplan@rwbaird.com tgaul@rwbaird.com
312.609.5429 312.609.5451 312.609.4978
In This Issue Page
 Global M&A Commentary and Deal Statistics ......................................................1

The number of global M&A transactions dropped 39.1%, which was the largest percentage decline in monthly deal count this
decade. Dollar volume was 43.3% below the year-ago level.
 U.S. M&A Commentary and Deal Statistics .........................................................5

The total of 518 deals announced in April represented a 35.3% decline from the prior-year period and was well below the
last 12 month (LTM) average of 693 deals. Dollar volume was $65.0 billion, a 33.0% decrease from the year-ago period.
 Europe M&A Commentary and Deal Statistics................................................... 10

The negative trend for M&A activity worsened in April. The deal count of 543 was 52.5% below the year-ago level, resulting
in the largest percentage decrease in monthly deal count for Europe in over a decade.
 U.K. Cross-Border M&A Activity ........................................................................ 14

Year to date, there was a total of 709 announced U.K. transactions, a 46.7% decrease from the year-ago period. Dollar
volume dropped 40.7% to $55.1 billion through April.
 Germany Cross-Border M&A Activity ................................................................15

A total of 404 German M&A transactions were announced for the year-to-date period, a 25.6% decrease compared to the
first four months of 2008.
 Asia Commentary and Deal Statistics ............................................................... 16

Asia has not escaped the global slowdown in M&A activity. The number of transactions in Asia (ex. Japan) declined 31.1% in
April.
 China M&A Activity and Deal Statistics ............................................................. 17

China deal activity declined 29.3% through April. Dollar volume of $21.3 billion was down 48.3% compared to the year-ago
period.
 India M&A Activity and Deal Statistics ............................................................. 19

Year to date, there was a total of 199 announced India M&A transactions, a 46.9% drop from the year-ago period. India
M&A dollar volume decreased 89.1% and totaled a mere $1.4 billion through April.
 Japan M&A Activity .......................................................................................... 21

Japan M&A performed relatively better than the other regions of the world in the first four months of 2009, with a 16.4%
decrease in the number of deals and a 27.9% drop in dollar volume.
 Economic Commentary ..................................................................................... 22

The incoming economic data continues to paint a picture of recession, although its grip appears to be weakening. The
economy shed another 539,000 jobs in April, the sixth consecutive month in which more than half-a-million jobs were lost,
but also 200,000 fewer than the nearly three-quarters of a million jobs that were lost in January.
 Restructuring News.......................................................................................... 24
The Baird CDS Index declined in April for the second consecutive month, which indicates that the cost to insure against a
credit default for non-investment grade companies outside of the financial sector has now fallen for two months in a row.
The Index decreased by 16.5% in April, falling to 1320.4 on April 30, a drop of 260.1 points from 1580.5 on March 31.
 Transaction Spotlight – Sale of Orion Corporation to John Crane (Smiths

Group plc) ........................................................................................................ 25
Orion Corporation recently completed its sale to John Crane Inc., a division of Smiths Group plc. The transaction closed in
May 2009, and terms were not disclosed.
 Recent Baird M&A Transactions ....................................................................... 26

A summary of Baird’s announced M&A Transactions over the past 12 months.
 Baird U.S. Equity Research Coverage ............................................................... 27

In April 2009, Baird added 2 companies to coverage, bringing the total coverage to 520 companies.
 Investment Banking Contact List ..................................................................... 31
Please note that historical M&A data presented in this month’s issue is different
from the information published in previous months. After a thorough due
diligence process, Baird has switched to Dealogic as its provider of M&A data.
Please refer to Appendix – Disclaimers and Other Disclosures on page 32.
Global M&A Commentary
On paper, April global M&A activity continued to add to The rebound in the equity markets, which began in
the overall gloomy M&A environment. However, the March, carried through April. The five major indices
emergence of positive trends in key M&A variables has presented in the chart below gained an average of
instilled a sense of cautious optimism for M&A activity 11.2% in April (after rising 7.2% in March). Even
in the second half of 2009. In terms of the statistics, though equity values remain well below peak levels
the number of transactions dropped 39.1%, which was from 2008, the new issuance market has shown signs
the largest percentage decline in monthly deal count of life, helping inject confidence into the overall
this decade. Dollar volume was 43.3% below the year- market, including M&A.
ago level. The middle-market again witnessed a large
The latest semi-annual survey of middle-market
fall-off in April, with deal activity down 33.1% and
merger professionals conducted by the Association for
dollar volume declining 54.8%.
Corporate Growth (ACG) and Thomson Reuters
Year to date through April, the number of announced underscored the impact of challenging global economic
deals declined 32.2%. Dollar volume fell 38.8% in the and credit conditions on deal activity. Among the 700+
first four months of 2009. The middle-market has respondents, 45% described the current environment
lagged overall activity in 2009, with deal count down for M&A as poor, with only 12% characterizing the
35.7% and transaction value 53.0% below the year- landscape as good or excellent. Half of the participants
ago figure. viewed the recession or the credit crunch as the
biggest obstacle to M&A activity.
The continued decline in M&A coincides with ongoing
weakness across global economies and tight credit Despite recent challenges, participants in the survey
markets in the U.S. and Europe. The Organization for expect an uptick in deal flow in the near term. Among
Economic Cooperation and Development (OECD) is respondents, 56% forecast an increase in the number
projecting economic contraction of 4.3% in its 30 of transactions over the next six months, and only
member nations during 2009. However, the head of 10% anticipate a decline. Slight improvement in debt
the OECD recently noted signs of bottoming among markets (as predicted by 71% for the upcoming six
economic indicators and potential for recovery to begin months) would contribute to a faster pace of M&A
toward the end of this year. activity, as noted previously.
In terms of the U.S. credit markets, the high-yield and Although signals are still mixed, continued positive
leveraged loan markets appear to be thawing, with momentum in the credit and equity markets coupled
relatively high levels of inflows and primary issuances. with a sense that the world economies have bottomed
If fundamentals in these key markets continue to could be the catalyst for a revival of M&A activity in Q3
improve in the second quarter, we would expect more 2009.
capital to flow into M&A, thus accelerating deal activity
in the second half of 2009. In contrast, European
credit markets have not shown much improvement, Note: See pages 5, 10, and 16 for specific U.S., Europe, and Asia commentary.
and sentiment remains low as additional banking crises

in Germany and Eastern Europe seem imminent.
Relative Performance of Global Market Indices
S&P 500 FTSE 100 DAX Hang Seng Nikkei 225

110.0%
100.0%
90.0%
80.0%
70.0% (33.2%)
(38.2%)
60.0% (38.9%)
(39.9%)
50.0% (43.6%)
40.0%
30.0%
1/1/08 3/1/08 5/1/08 6/30/08 8/30/08 10/30/08 12/29/08 2/28/09 4/30/09
_____________________
Source: Capital IQ.
Robert W. Baird & Co. 1

Global M&A Commentary
Global M&A Activity
# of Deals – Undisclosed # of Deals – Middle-Market # of Deals – >$1B Deal Value

($ in billions)
40,000 28,198 $4,000
31,770
28,015
30,000 24,309 24,166 $3,000
21,703 21,458 19,964 20,824
# of Deals
Deal Value
18,395
20,000 $2,000
10,382
7,041
10,000 $1,000
0 $0
4/08 4/09
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
YTD YTD
Total 21,703 24,309 21,458 19,964 18,395 20,824 24,166 28,198 31,770 28,015 10,382 7,041
# of Deals – >$1B 387 436 235 187 201 299 390 538 643 342 135 57
# of Deals – Middle-Market 9,448 11,967 9,830 9,095 8,987 10,267 11,977 13,121 14,348 12,915 4,714 3,030
# of Deals – Undisclosed 11,868 11,906 11,393 10,682 9,207 10,258 11,799 14,539 16,779 14,758 5,533 3,954
Deal Value $2,762 $2,802 $1,447 $1,053 $1,189 $1,713 $2,448 $3,314 $3,633 $2,241 $757 $463
_____________________
Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis.
Note: Middle-market transactions defined as those with a disclosed transaction value of less than $1 billion.
Global Middle-Market M&A Activity
# of Transactions – <$100M # of Transactions – $100M – $499M # of Transactions – $500M – $1B Deal Value
($ in billions)
14,348
15,000 13,121 12,915 $1,500
11,967 11,977
9,830 10,267
9,448 9,095 8,987
10,000 $1,000
Deal Value
# of Deals
4,714
5,000 3,030 $500
0 $0
4/08 4/09
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
YTD YTD
# of Transactions – Middle-Market 9,448 11,967 9,830 9,095 8,987 10,267 11,977 13,121 14,348 12,915 4,714 3,030
# of Transactions – $500M – $1B 346 363 217 198 207 301 326 470 569 329 126 56
# of Transactions – $100M – $499M 1,545 1,672 1,180 1,098 1,228 1,563 1,881 2,184 2,430 1,726 669 303
# of Transactions – <$100M 7,557 9,932 8,433 7,799 7,552 8,403 9,770 10,467 11,349 10,860 3,919 2,671
Deal Value $731 $808 $540 $508 $547 $715 $834 $1,024 $1,174 $801 $310 $146
_____________________

Global M&A Deal Statistics
($ in millions)
Number of Deals – April Deal Value – April
2008 2009 % Change 2008 2009 % Change
North America 940 593 (36.9%) $101,342 $66,987 (33.9%)
– U.S. 800 518 (35.3%) $96,981 $65,004 (33.0%)
Central / South America 79 45 (43.0%) $6,687 $7,182 7.4%
Europe 1,142 543 (52.5%) $64,303 $22,241 (65.4%)

– U.K. 395 154 (61.0%) $19,674 $6,327 (67.8%)
– Germany 140 77 (45.0%) $7,689 $3,993 (48.1%)
Africa / Middle East 70 28 (60.0%) $5,276 $862 (83.7%)
Asia-Pacific (ex. Japan) 512 353 (31.1%) $17,297 $14,939 (13.6%)

– China 231 166 (28.1%) $10,372 $7,637 (26.4%)
– India 95 49 (48.4%) $1,776 $762 (57.1%)
Japan 146 127 (13.0%) $10,378 $7,031 (32.2%)
Global Total 2,637 1,605 (39.1%) $181,876 $103,118 (43.3%)

_____________________
Note: Global Total will not equal the sum of the individual regions listed above, as cross-border transactions are reflected in both the target’s and acquiror’s respective regions.
($ in millions)
Number of Deals – YTD Deal Value – YTD
2008 2009 % Change 2008 2009 % Change
North America 3,975 2,706 (31.9%) $393,503 $276,852 (29.6%)
– U.S. 3,447 2,385 (30.8%) $373,080 $242,248 (35.1%)
Central / South America 289 160 (44.6%) $38,171 $14,236 (62.7%)
Europe 4,140 2,618 (36.8%) $271,589 $125,858 (53.7%)

– U.K. 1,329 709 (46.7%) $92,981 $55,107 (40.7%)
– Germany 543 404 (25.6%) $17,721 $22,888 29.2%
Africa / Middle East 270 145 (46.3%) $19,789 $12,350 (37.6%)
Asia-Pacific (ex. Japan) 1,906 1,289 (32.4%) $86,741 $39,787 (54.1%)

– China 841 595 (29.3%) $41,288 $21,331 (48.3%)
– India 375 199 (46.9%) $12,848 $1,404 (89.1%)
Japan 719 601 (16.4%) $40,616 $29,279 (27.9%)
Global Total 10,382 7,041 (32.2%) $756,506 $462,719 (38.8%)

_____________________
Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD as of April 30.

Global Middle-Market M&A Deal Statistics
($ in millions)
Number of Deals – April Deal Value – April
2008 2009 % Change 2008 2009 % Change
North America 396 278 (29.8%) $35,038 $13,236 (62.2%)
– U.S. 302 229 (24.2%) $30,676 $11,254 (63.3%)
Europe 422 177 (58.1%) $32,985 $11,666 (64.6%)

– U.K. 191 69 (63.9%) $12,092 $2,727 (77.5%)
– Germany 31 18 (41.9%) $3,566 $2,318 (35.0%)
Africa / Middle East 42 18 (57.1%) $1,813 $862 (52.5%)
Asia-Pacific (ex. Japan) 330 250 (24.2%) $13,817 $9,241 (33.1%)

– China 173 138 (20.2%) $8,155 $6,431 (21.1%)
– India 44 13 (70.5%) $1,776 $762 (57.1%)
Japan 62 64 3.2% $1,932 $2,199 13.9%
Global Total 1,189 795 (33.1%) $78,183 $35,309 (54.8%)

_____________________
($ in millions)
Number of Deals – YTD Deal Value – YTD
2008 2009 % Change 2008 2009 % Change
North America 1,611 1,102 (31.6%) $128,287 $55,626 (56.6%)
– U.S. 1,289 917 (28.9%) $116,921 $49,304 (57.8%)
Europe 1,525 747 (51.0%) $123,160 $46,146 (62.5%)

– U.K. 664 251 (62.2%) $43,985 $13,959 (68.3%)
– Germany 126 76 (39.7%) $13,597 $7,286 (46.4%)
Africa / Middle East 153 69 (54.9%) $11,729 $6,061 (48.3%)
Asia-Pacific (ex. Japan) 1,281 832 (35.1%) $56,427 $29,278 (48.1%)

– China 632 467 (26.1%) $30,122 $17,292 (42.6%)
– India 181 55 (69.6%) $7,312 $1,404 (80.8%)
Japan 388 348 (10.3%) $20,457 $17,589 (14.0%)
Global Total 4,714 3,030 (35.7%) $310,355 $145,896 (53.0%)

_____________________
Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD as of April 30.

U.S. M&A Commentary
MAJOR M&A DOWNTURN EXTENDS INTO APRIL

The landscape for M&A in the U.S. remained rocky in The latest CEO survey conducted by the Business
April. The number of announced U.S. transactions fell Council (an association of business leaders) could bode
35.3%, which represented modest deterioration well for an upturn in the U.S. M&A market. One-third
compared to the average decline of 28.2% in the of respondents expect business conditions in the U.S.
previous six months. Overall dollar volume decreased to improve in the next six months (compared to 9% in
33.0%. The U.S. middle-market deal count was down the early 2009 survey), while only 16% anticipate
24.2%. Middle-market dollar volume declined 63.3% worsening conditions (down from nearly two-thirds in
due largely to the 60.6% drop in the number of larger previously). With CEO confidence a crucial determining
deals ($100 million to $1 billion). factor for M&A activity, we view the survey as a
Extensive economic weakness year to date in the U.S. potential leading indicator of better deal flow.
has caused the Federal Reserve to lower its 2009 GDP
projection to down 1.3-2.0% from its previous forecast U.S. M&A Activity
of down 0.5-1.3%. A slight increase in GDP is still
 The total of 518 deals announced in April
expected in the second half of the year as stimulus
represented a 35.3% decline from the prior-year
spending is implemented to a greater extent. While the
period and was well below the last 12 month
unemployment rate rose to 8.9% (from 8.5%), the
(LTM) average of 693 deals. Dollar volume totaled
reduction in payrolls (539,000) was below the six-
$65.0 billion, a 33.0% decrease from the year-
month average (656,000). According to outplacement
ago period.
consultancy Challenger, Gray & Christmas, the number
of planned layoffs announced in April was 12% under  Through the first four months of 2009, the
the March figure and the lowest level since October number of U.S. M&A deals was 2,385, a 30.8%
2008. These updates reinforce recent perceptions that decline compared to January-April 2008. Dollar
the rate of economic deterioration has stabilized. volume totaled $242.2 billion, a 35.1% drop from
last year.
The S&P 500 rose 9.4% in April for the best monthly
performance for this index in nine years. The rally  Year to date, there was a total of 24 billion-dollar-
(which began in March) reflects signs of bottoming for plus deals compared to 49 in 2009. Billion-dollar-
some economic indicators along with improvement in plus deal value has decreased 24.7%.
sentiment among consumers and business leaders.
Although management teams are still coping with hefty U.S. Middle-Market Activity
declines in equity values over the past year (S&P 500 -
37.0% in the 12 months through April), the market  In April, there was a total of 229 announced U.S.
rebound has resulted in a sizable increase in follow-on middle-market M&A transactions, representing a
offerings, potentially providing needed capital for M&A. 24.2% decrease from April 2008. Middle-market
dollar volume dropped 63.3% to $11.3 billion.
Credit markets still remain a constraint to deal activity,
but the latest metrics are somewhat encouraging  On a year-to-date basis, the middle-market
relative to early 2009. In the Federal Reserve’s April experienced a 28.9% decline in the number of
survey of senior loan officers, fewer respondents deals and a 57.8% fall-off in dollar volume.
(compared to the prior survey in January) noted  For all announced U.S. middle-market
having recently tightened standards for loans to transactions across industry sectors over the last
businesses. This improving tone for the credit markets 12 months, the median Enterprise Value/EBITDA
is evident in sequential declines in TED spreads and multiple was 7.1x, compared to a multiple of 8.4x
LIBOR as well as increasing inflows into the high-yield in 2008 and 10.5x in 2007. Of note, valuations
and leveraged loan markets. Firmer footing for the have dropped significantly over the first four
credit markets on a broader basis likely depends on months of 2009, with the median multiple sinking
stabilization for delinquency rates, which have to 5.9x.
continued to rise.

U.S. M&A Activity
U.S. M&A Activity
# of Deals – Undisclosed # of Deals – Middle-Market # of Deals – >$1B Deal Value ($ in billions)

15,000 $2,000
11,416 11,206 11,089 11,619
$1,600
8,858 8,918 9,369
10,000 7,900 7,856 8,887
# of Deals
Deal Value
$1,200
$800
5,000 3,447
2,385
$400
0 $0
4/08 4/09
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
YTD YTD
Total 11,416 11,206 8,858 7,900 7,856 8,887 8,918 11,089 11,619 9,369 3,447 2,385
# of Deals – >$1B 243 226 141 74 91 161 188 249 308 129 49 24
# of Deals – Middle-Market 4,557 5,851 3,954 3,429 3,706 3,966 3,861 3,847 3,591 3,527 1,289 917
Deal Value $1,632 $1,551 $841 $504 $612 $897 $1,226 $1,592 $1,641 $977 $373 $242
_____________________
U.S. Middle-Market M&A Activity

# of Transactions – <$100M # of Transactions – $100M – $499M # of Transactions – $500M – $1B Deal Value
5,851 ($ in billions)
6,000 $600
4,557
3,954 3,706 3,966 3,861 3,847 $450
3,429 3,591 3,527
4,000
Deal Value
# of Deals
$300
2,000 1,289
917 $150
0 $0
4/08 4/09
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
YTD YTD
# of Transactions – Middle-Market 4,557 5,851 3,954 3,429 3,706 3,966 3,861 3,847 3,591 3,527 1,289 917
# of Transactions – $500M – $1B 221 209 116 101 108 141 151 193 249 129 53 22
# of Transactions – $100M – $499M 962 965 628 554 636 796 814 880 865 620 240 101
# of Transactions – <$100M 3,374 4,677 3,210 2,774 2,962 3,029 2,896 2,774 2,477 2,778 996 794
Deal Value $445 $460 $276 $249 $277 $344 $357 $409 $438 $286 $117 $49
_____________________

U.S. Middle-Market M&A Deal Statistics
Number of Deals Deal Value

2008 2009 % Change ($ in millions) 2008 2009 % Change
April April
<$100M 231 201 (13.0%) <$100M $6,052 $3,403 (43.8%)
$100M-$499M 53 22 (58.5%) $100M-$499M $11,159 $4,094 (63.3%)
$500M-$1B 18 6 (66.7%) $500M-$1B $13,466 $3,757 (72.1%)
Total Middle-Market 302 229 (24.2%) Total Middle-Market $30,676 $11,254 (63.3%)
LTM Monthly Average 317 263 (16.9%) LTM Monthly Average $34,718 $18,515 (46.7%)
>$1B 12 14 16.7% >$1B $66,305 $53,750 (18.9%)
Undisclosed 486 275 (43.4%) Undisclosed ** ** **
Total 800 518 (35.3%) Total $96,981 $65,004 (33.0%)
YTD YTD
<$100M 996 794 (20.3%) <$100M $24,949 $12,981 (48.0%)
$100M-$499M 240 101 (57.9%) $100M-$499M $52,313 $21,121 (59.6%)
$500M-$1B 53 22 (58.5%) $500M-$1B $39,659 $15,202 (61.7%)
Total Middle-Market 1,289 917 (28.9%) Total Middle-Market $116,921 $49,304 (57.8%)
>$1B 49 24 (51.0%) >$1B $256,159 $192,944 (24.7%)
Undisclosed 2,109 1,444 (31.5%) Undisclosed ** ** **
Total 3,447 2,385 (30.8%) Total $373,080 $242,248 (35.1%)
LTM LTM
<$100M 2,760 2,581 (6.5%) <$100M $71,967 $53,406 (25.8%)
$100M-$499M 816 481 (41.1%) $100M-$499M $185,898 $104,170 (44.0%)
$500M-$1B 225 97 (56.9%) $500M-$1B $158,757 $64,603 (59.3%)
Total Middle-Market 3,801 3,159 (16.9%) Total Middle-Market $416,622 $222,180 (46.7%)
>$1B 237 104 (56.1%) >$1B $942,879 $627,426 (33.5%)
Total 11,370 8,314 (26.9%) Total $1,359,501 $849,606 (37.5%)
_____________________ _____________________
Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis.
YTD and LTM as of April 30. YTD and LTM as of April 30.
U.S. Middle-Market Enterprise Value to Median EBITDA, EBIT, and Revenue Multiples
LTM
Transaction Size 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
EV/EBITDA
<$100M 7.2x 6.6x 6.4x 8.0x 6.6x 7.7x 9.2x 9.5x 11.7x 6.4x 5.8x
$100M-$499M 9.0x 7.1x 8.1x 7.6x 8.0x 8.9x 11.5x 10.5x 9.5x 10.4x 10.8x
$500M-$1B 10.3x 9.8x 8.9x 8.3x 9.2x 9.2x 10.2x 12.1x 10.6x 12.2x 12.2x
Middle-Market 8.6x 7.3x 7.6x 8.0x 7.4x 8.7x 10.2x 10.3x 10.5x 8.4x 7.1x
EV/EBIT
<$100M 9.0x 9.0x 9.1x 12.0x 9.9x 11.3x 10.2x 11.0x 12.7x 6.4x 5.8x
$100M-$499M 11.1x 9.1x 12.2x 10.9x 9.9x 10.2x 14.4x 13.4x 11.4x 12.4x 13.0x
$500M-$1B 13.8x 13.1x 11.2x 11.7x 14.7x 13.3x 13.8x 11.9x 12.0x 13.6x 12.2x
EV/Revenue
<$100M 1.08x 1.00x 0.67x 0.80x 0.90x 1.14x 1.28x 1.17x 1.17x 0.78x 0.72x
$100M-$499M 1.34x 1.12x 1.24x 1.17x 1.80x 1.30x 1.75x 1.32x 1.56x 1.45x 1.21x
$500M-$1B 1.51x 1.42x 1.33x 1.55x 1.41x 1.53x 1.79x 1.64x 1.95x 1.20x 1.96x
_____________________
Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Median multiples are calculated using deals for which meaningful data is available. LTM as of
April 30.

U.S. Middle-Market M&A Deal Statistics
U.S. Middle-Market Median Acquisition Premiums
55.0% 1-Week Premium 4-Week Premium
45.0%
35.0%
25.0%
15.0%
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 LTM 2009
1-Week Premium 35.1% 37.7% 40.4% 37.0% 35.4% 30.3% 29.4% 27.4% 27.9% 33.9% 39.0%
4-Week Premium 42.1% 43.5% 43.7% 39.3% 39.2% 33.1% 33.5% 31.9% 29.8% 34.4% 38.7%
_____________________
Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. LTM as of April 30.
U.S. Middle-Market Transaction Composition – Strategic vs. Sponsor Deal Value
Strategic Sponsor
100.0%
80.0%
% of Deal Value
60.0%
40.0%
20.0%
0.0%
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 4/08 4/09
Sponsor 13.9% 14.9% 16.8% 24.4% 27.3% 32.2% 32.6% 29.8% 30.2% 27.3% 28.5% 16.3%
Strategic 86.1% 85.1% 83.2% 75.6% 72.7% 67.8% 67.4% 70.2% 69.8% 72.7% 71.5% 83.7%
_____________________
U.S. Middle-Market M&A Payment Method by Number of Deals
Cash Stock Cash/Stock

100.0%
80.0%
% of Deals
60.0%
40.0%
20.0%
0.0%
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 4/08 YTD 4/09 YTD
Cash/Stock 6.4% 6.1% 6.6% 5.8% 5.5% 6.6% 6.2% 4.5% 6.0% 4.2% 3.8% 2.5%
Stock 27.4% 24.9% 25.5% 18.4% 15.0% 14.9% 13.1% 9.9% 11.2% 10.2% 9.1% 7.6%
Cash 66.2% 69.0% 67.9% 75.8% 79.5% 78.6% 80.7% 85.6% 82.8% 85.6% 87.1% 89.9%
_____________________

U.S. Cross-Border M&A Activity
U.S. – Inbound and Outbound M&A Activity
Inbound M&A Outbound M&A Inbound Deal Value Outbound Deal Value ($ in billions)
2,000 1,531 $350

1,515 1,238 1,382 1,463
1,413 1,205 $300
1,048 1,266 1,229
1,500 1,177 $250
1,003 941 1,0231,082 1,067
# of Deals
Deal Value
822 887 580 800 $200
1,000 784 771
$150
500 $100
$50
0 $0
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 4/09 LTM
Inbound M&A 822 1,003 941 784 580 771 1,023 1,238 1,382 1,229 1,067
Outbound M&A 1,413 1,515 1,177 887 800 1,048 1,082 1,266 1,531 1,463 1,205
Inbound Deal Value $263 $294 $102 $72 $55 $93 $122 $199 $324 $181 $164
Outbound Deal Value $148 $112 $110 $58 $73 $87 $102 $120 $181 $102 $73
_____________________
Note: Inbound M&A represents U.S. target/non-U.S. acquiror; Outbound M&A represents non-U.S. target/U.S. acquiror.
Top 10 U.S.
Top 10 Non-U.S. Top 10 Non-U.S. Target
Target Industries Acquired
Acquirors of U.S. Targets - Industries Acquired by U.S.
by Non-U.S. Companies -
YTD Companies - YTD
YTD
# of # of # of
Industry Deals Country Deals Industry Deals
1. Computers & Electronics 54 1. Canada 78 1. Computers & Electronics 66
2. Healthcare 45 2. United Kingdom 43 2. Professional Services 53
3. Mining 25 3. Japan 24 3. Healthcare 33
4. Professional Services 22 4. Germany 15 4. Telecommunications 18
5. Utility & Energy 14 5. Australia 15 5. Food and Beverage 13
6. Oil & Gas 13 6. Switzerland 14 6. Consumer Products 13
7. Telecommunications 12 7. France 12 7. Mining 13
8. Finance 11 8. India 8 8. Oil & Gas 12
9. Chemicals 10 9. Sweden 7 9. Transportation 11
10. Retail 10 10. Netherlands 6 10. Chemicals 9
_____________________
Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD as of April 30, 2009.

Europe M&A Commentary
The negative trends in European M&A activity For the 12 month period through April, the median
worsened in April. The deal count of 543 was 52.5% EV/EBITDA multiple for European middle-market deals
below the year-ago level, resulting in the largest stood at 7.8x, which compares to median valuations of
percentage decrease in monthly deal count for Europe 8.8x in 2008 and 10.0x for 2007. Interestingly,
in over a decade. Reported dollar volume plunged valuation levels in Europe have declined at a slower
65.4% to $22.2 billion. The pace of deal activity lagged rate than in the U.S.
further in the middle-market, as the number of deals
fell 58.1%. Middle-market dollar volume dropped Year to date, there was a total of 709 announced U.K.
64.6%. transactions, a 46.7% decrease from the year-ago
period. Dollar volume dropped 40.7% to $55.1 billion
Year to date, there were 2,618 announced European through April. Domestic M&A represented 64.6% of
M&A transactions, a 36.8% decrease compared to the total deal activity.
year-ago period. Dollar volume experienced a 53.7%
decline through April. A total of 404 German M&A transactions were
announced for the year-to-date period, a 25.6%
The downturn in M&A largely reflects continued decrease compared to the first four months of 2008.
economic deterioration in Europe. The European Dollar volume was up 29.2% due to RWE AG’s $12.6
Commission recently cut its 2009 economic outlook for billion acquisition of Essent N.V.; this transaction
the European Union, forecasting contraction of 4.0% accounted for approximately 55% of year-to-date
(previously projected a decline of 1.9%). The dollar volume. Domestic M&A represented 52.0% of
commission cited the usual suspects: the global year-to-date activity.
economic crisis, weak global trade, and plummeting
home values. The commission is not optimistic about a
return to growth in 2010 (as is anticipated in other
major regions), with the eurozone economy expected
to shrink 0.1% next year.
Europe M&A Activity

($ in billions)
15,000 $2,000
11,950
10,849 10,629 10,490
9,782 9,780 $1,600
10,000 8,477 8,606 8,065
7,324
# of Deals
Deal Value
$1,200
4,140 $800
5,000 2,618
$400
0 $0
4/08 4/09
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
YTD YTD
Total 8,477 10,849 9,782 8,606 7,324 8,065 9,780 10,629 11,950 10,490 4,140 2,618
# of Deals – >$1B 156 219 86 101 94 108 177 212 283 175 69 19
# of Deals – Middle-Market 3,676 4,592 4,020 3,518 3,130 3,505 4,193 4,577 4,721 3,823 1,525 747
Deal Value $1,233 $1,252 $536 $481 $456 $629 $973 $1,358 $1,650 $984 $272 $126
_____________________

Europe Middle-Market M&A Deal Statistics
Number of Deals Deal Value

2008 2009 % Change ($ in millions) 2008 2009 % Change
April April
<$100M 339 152 (55.2%) <$100M $7,570 $2,771 (63.4%)
$100M-$499M 68 17 (75.0%) $100M-$499M $14,199 $3,650 (74.3%)
$500M-$1B 15 8 (46.7%) $500M-$1B $11,215 $5,245 (53.2%)
Total Middle-Market 422 177 (58.1%) Total Middle-Market $32,985 $11,666 (64.6%)
>$1B 16 4 (75.0%) >$1B $31,319 $10,575 (66.2%)
Undisclosed 704 362 (48.6%) Undisclosed ** ** **
Total 1,142 543 (52.5%) Total $64,303 $22,241 (65.4%)
LTM Monthly Average 1,030 747 (27.5%) LTM Monthly Average $111,793 $69,796 (37.6%)
YTD YTD
<$100M 1,195 637 (46.7%) <$100M $26,351 $11,640 (55.8%)
$100M-$499M 281 87 (69.0%) $100M-$499M $60,990 $19,044 (68.8%)
$500M-$1B 49 23 (53.1%) $500M-$1B $35,819 $15,462 (56.8%)
Total Middle-Market 1,525 747 (51.0%) Total Middle-Market $123,160 $46,146 (62.5%)
>$1B 69 19 (72.5%) >$1B $148,429 $79,712 (46.3%)
Total 4,140 2,618 (36.8%) Total $271,589 $125,858 (53.7%)
LTM LTM
<$100M 3,630 2,453 (32.4%) <$100M $87,799 $51,422 (41.4%)
$100M-$499M 982 480 (51.1%) $100M-$499M $220,685 $105,187 (52.3%)
$500M-$1B 221 112 (49.3%) $500M-$1B $154,276 $77,683 (49.6%)
Total Middle-Market 4,833 3,045 (37.0%) Total Middle-Market $462,759 $234,293 (49.4%)
>$1B 263 125 (52.5%) >$1B $878,758 $603,254 (31.4%)
Total 12,362 8,967 (27.5%) Total $1,341,517 $837,546 (37.6%)
_____________________ _____________________
Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis.
YTD and LTM as of April 30. YTD and LTM as of April 30.
Europe Middle-Market Enterprise Value to Median EBITDA, EBIT, and Revenue Multiples
LTM
Transaction Size 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
EV/EBITDA
<$100M 7.9x 8.8x 8.0x 7.2x 8.4x 8.2x 8.0x 9.1x 9.0x 7.7x 6.1x
$100M-$499M 9.7x 9.3x 8.3x 8.9x 8.1x 11.2x 12.3x 11.5x 10.4x 9.6x 7.8x
$500M-$1B 10.9x 10.4x 9.1x 9.9x 10.9x 7.5x 13.8x 13.4x 10.4x 12.0x 12.0x
EV/EBIT
<$100M 9.1x 9.7x 7.7x 8.5x 10.3x 9.9x 9.1x 11.0x 10.9x 7.9x 8.5x
$100M-$499M 11.4x 10.6x 10.6x 10.7x 9.7x 11.9x 12.3x 15.0x 14.1x 11.9x 12.0x
$500M-$1B 13.5x 11.9x 11.2x 12.3x 13.5x 13.0x 18.5x 18.0x 10.6x 12.6x 12.6x
EV/Revenue
<$100M 0.68x 0.80x 0.65x 0.66x 0.70x 0.73x 0.80x 0.80x 1.11x 0.70x 0.87x
$100M-$499M 1.03x 1.12x 1.01x 0.88x 1.02x 1.13x 1.20x 1.33x 1.21x 1.43x 1.56x
$500M-$1B 1.25x 1.45x 1.09x 0.97x 1.58x 1.11x 1.28x 1.75x 1.66x 1.99x 1.96x
_____________________
Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Median multiples are calculated using deals for which meaningful data is available. LTM as of
April 30.

Europe Middle-Market M&A Deal Statistics
Europe Middle-Market Median Acquisition Premiums
1-Week Premium 4-Week Premium

60.0%
40.0%
20.0%
0.0%
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 LTM 2009
1-Week Premium 30.1% 31.6% 28.4% 29.0% 25.8% 23.6% 23.5% 20.4% 26.8% 35.9% 36.2%
4-Week Premium 37.1% 38.2% 34.2% 33.2% 30.2% 26.5% 28.5% 26.3% 31.7% 38.0% 35.9%
_____________________
Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. LTM as of April 30.
Europe Middle-Market Transaction Composition – Strategic vs. Sponsor Deal Value
Strategic Sponsor
100.0%
% of Deal Value
80.0%
60.0%
40.0%
20.0%
0.0%
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 4/08 4/09
Sponsor 17.8% 17.6% 19.6% 22.3% 27.1% 34.3% 30.4% 23.8% 23.9% 22.3% 25.0% 16.6%
Strategic 82.2% 82.4% 80.4% 77.7% 72.9% 65.7% 69.6% 76.2% 76.1% 77.7% 75.0% 83.4%
_____________________
Europe Middle-Market M&A Payment Method by Number of Deals
Cash Stock Cash/Stock

100.0%
% of Deals
80.0%
60.0%
40.0%
20.0%
0.0%
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 4/08 4/09
Cash/Stock 6.9% 7.2% 6.0% 3.3% 2.4% 4.1% 3.9% 3.3% 3.9% 3.0% 3.5% 2.1%
Stock 15.9% 23.2% 18.1% 11.0% 8.8% 10.5% 10.8% 8.9% 8.8% 7.5% 7.5% 9.2%
Cash 77.2% 69.6% 75.9% 85.7% 88.9% 85.4% 85.3% 87.9% 87.2% 89.6% 88.9% 88.6%
_____________________

Europe Cross-Border M&A Activity
Europe – Inbound and Outbound M&A
Inbound M&A Outbound M&A Inbound Deal Value Outbound Deal Value
($ in billions)
1,235
1,189
1,500 1,043 1,198 1,290 $400
1,140
980 1,006 1,035 996 1,063 1,125 1,098 1,172 1,005
845 937 927 872 $300
1,000
# of Deals
757
Deal Value
726
540 $200
500
$100
0 $0
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 4/09 LTM
Inbound M&A 1,043 1,198 1,140 1035 845 996 937 1,063 1,189 1,098 872
Outbound M&A 980 1,235 1,006 757 540 726 927 1,125 1,290 1,172 1,005
Inbound Deal Value $116 $93 $78 $64 $74 $91 $121 $169 $181 $115 $77
Outbound Deal Value $268 $357 $104 $71 $38 $72 $119 $175 $342 $176 $160
_____________________
Note: Inbound M&A represents European target/non-European acquiror; Outbound M&A represents non-European target/European acquiror.
Top 10 European Target Countries Acquired Top 10 European Target Industries Acquired
by Non-European Companies - YTD by Non-European Companies - YTD
Country # of Deals Industry # of Deals
1. United Kingdom 71 1. Computers & Electronics 43
2. Germany 25 2. Professional Services 28
3. France 20 3. Healthcare 17
4. Spain 12 4. Consumer Products 14
5. Russian Federation 9 5. Telecommunications 13
6. Sweden 8 6. Auto/Truck 10
7. Netherlands 7 7. Food and Beverage 10
8. Belgium 7 8. Machinery 9
9. Finland 6 9. Mining 8
10. Switzerland 5 10. Transportation 8
Top 10 Non-European Target Countries Top 10 Non-European Target Industries

Acquired by European Companies - YTD Acquired by European Companies - YTD
Country # of Deals Industry # of Deals
1. United States of America 119 1. Healthcare 36
2. Australia 17 2. Computers & Electronics 31
3. China 15 3. Professional Services 27
4. Canada 13 4. Chemicals 16
5. Brazil 11 5. Consumer Products 14
6. India 10 6. Finance 14
7. Mexico 6 7. Construction/Building 13
8. New Zealand 4 8. Telecommunications 13
9. Singapore 4 9. Mining 13
10. United Arab Emirates 4 10. Oil & Gas 12
_____________________
Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD as of April 30, 2009.

U.K. Cross-Border M&A Activity
U.K. Number of Deals (Domestic/Outbound/Inbound)
Domestic M&A Outbound M&A Inbound M&A
3,828 3,717
4,000 3,394
3,334 3,346
3,040 2,994 2,951
2,763
3,000 2,467
# of Deals
2,000
1,329
709
1,000
0
4/08 4/09
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
YTD YTD
Total 3,040 3,828 3,334 2,994 2,467 2,763 3,346 3,394 3,717 2,951 1,329 709
Inbound M&A 646 892 699 579 433 488 576 626 718 629 293 115
Outbound M&A 743 845 725 545 487 581 764 757 870 679 268 136
Domestic M&A 1,651 2,091 1,910 1,870 1,547 1,694 2,006 2,011 2,129 1,643 768 458
_____________________
Note: Domestic M&A represents U.K. target/U.K. acquiror; Outbound M&A represents non-U.K. target/U.K. acquiror; Inbound M&A represents U.K. target/non-U.K. acquiror.
U.K. Deal Value (Domestic/Outbound/Inbound)

($ in billions)
$750 $643 $666
$613
$500 $408
Deal Value
$363
$277
$201 $231
$197
$250 $159
$93
$55
$0
4/08 4/09
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
YTD YTD
Total $643 $613 $197 $201 $159 $231 $363 $408 $666 $277 $93 $55
Inbound M&A $143 $173 $76 $50 $34 $78 $135 $176 $171 $80 $26 $2
Outbound M&A $354 $154 $35 $53 $28 $45 $84 $71 $280 $61 $34 $12
Domestic M&A $146 $287 $86 $99 $97 $108 $144 $161 $215 $136 $33 $42
_____________________
Note: Domestic M&A represents U.K. target/U.K. acquiror; Outbound M&A represents non-U.K. target/U.K. acquiror; Inbound M&A represents U.K. target/non-U.K. acquiror.

Germany Cross-Border M&A Activity
Germany Number of Deals (Domestic/Outbound/Inbound)

1,979
2000
1,633 1,587
1500 1,278 1,335
1,202 1,140 1,126
1,111
# of Deals
993
1000
543
404
500
0
4/08 4/09
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
YTD YTD
Total 1,202 1,633 1,278 1,111 993 1,140 1,126 1,335 1,979 1,587 543 404
Inbound M&A 335 418 397 394 329 388 402 442 675 458 161 88
Outbound M&A 386 537 375 269 224 268 313 354 478 443 165 106
Domestic M&A 481 678 506 448 440 484 411 539 826 686 217 210
_____________________
Note: Domestic M&A represents Germany target/Germany acquiror; Outbound M&A represents non-Germany target/Germany acquiror; Inbound M&A represents Germany
target/non-Germany acquiror.
Germany Deal Value (Domestic/Outbound/Inbound)

($ in billions)
$377
$400
$300 $256
$206
Deal Value
$180
$200 $159
$132
$108
$73 $84
$100 $59
$18 $23
$0
4/08 4/09
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
YTD YTD
Total $377 $206 $108 $73 $59 $84 $132 $180 $256 $159 $18 $23
Inbound M&A $242 $58 $28 $34 $19 $24 $51 $58 $66 $23 $5 $2
Outbound M&A $98 $98 $45 $22 $13 $22 $35 $58 $119 $35 $6 $18
Domestic M&A $36 $51 $36 $17 $27 $38 $46 $64 $70 $100 $7 $3
_____________________
Note: Domestic M&A represents Germany target/Germany acquiror; Outbound M&A represents non-Germany target/Germany acquiror; Inbound M&A represents Germany
target/non-Germany acquiror.

Asia M&A Commentary
Asia has not escaped the global slowdown in M&A China deal activity declined 29.3% through April.
activity. The number of transactions in Asia (ex. Japan) Dollar volume of $21.3 billion was down 48.3%
declined 31.1% in April. The deal count fell 28.1% in compared to the year-ago period. Domestic M&A
China, which accounts for nearly half of deal activity in deals represented 77.3% of the total deal count.
Asia (ex. Japan). Dollar volume for the month was
The China middle-market experienced declines
down 13.6%.
similar to the overall market, with the number of
Year to date, there was a total of 1,289 announced deals down 26.1% and dollar volume off 42.6%.
Asia (ex. Japan) M&A transactions, a 32.4% drop from Middle-market deals represented nearly 79% of total
the prior-year period. The middle-market accounted for deal activity.
about 65% of this deal activity. Dollar volume totaled
Year to date, there was a total of 199 announced
$39.8 billion, a 54.1% decrease compared to the year-
India M&A transactions, a 46.9% drop from the
ago figure.
year-ago period. India M&A dollar volume decreased
Deal activity has stalled as the economies of Asia 89.1% and totaled a mere $1.4 billion through April.
contend with severe deterioration in global trade. The
Similarly, India’s middle-market activity continued to
International Monetary Fund (IMF) recently predicted
deteriorate: the number of deals was down nearly
that economic growth across Asia would decelerate to
70%, while dollar volume experienced an 80.8%
1.3% in 2009 from 5.1% in 2008. The IMF highlighted
decrease for the year-to-date period.
the collapse in exports to advanced economies as the
critical constraint to growth. For example, exports from In contrast, for the year-to-date period, Japan M&A
China to the U.S. declined 16% in April. The IMF performed relatively better than the other regions of
projects economic improvement in late 2009 (with the world in the first four months of 2009, with a
Asia’s domestic demand supported by fiscal policy 16.4% decrease in the number of deals and a 27.9%
efforts) and in 2010 (growth of 4.1% projected), drop in dollar volume. Domestic, middle-market M&A
expecting a revival that runs in parallel with trends in accounted for 51.6% of the year-to-date deal
the U.S. activity.
Asia (ex. Japan) M&A Activity

5,222 5,494
6,000 $400
3,973 $300
4,000 3,017
# of Deals
Deal Value
2,158
1,906 $200
1,629 1,833 1,701
1,486 1,289
2,000 1,115
$100
0 $0
4/08 4/09
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
YTD YTD
Total 1,115 1,629 1,486 1,833 1,701 2,158 3,017 3,973 5,222 5,494 1,906 1,289
# of Deals – >$1B 13 23 15 13 13 21 19 42 42 40 18 6
# of Deals – Middle-Market 689 1,000 900 1,165 1,180 1,544 2,145 2,822 3,756 3,715 1,281 832
# of Deals – Undisclosed 413 606 571 655 508 593 853 1,109 1,424 1,739 607 451
Deal Value $78 $161 $90 $74 $76 $111 $129 $223 $307 $270 $87 $40
_____________________

China M&A Activity
China M&A Activity

3,000 2,511 $200
2,338
2,500 $160
2,000 1,698
# of Deals
Deal Value
1,274 $120
1,500 890
746 841 $80
1,000 505 651 595
325 478
500 $40
0 $0
4/08 4/09
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
YTD YTD
Total 325 505 478 746 651 890 1,274 1,698 2,338 2,511 841 595
# of Deals – >$1B 4 8 6 8 7 12 9 17 13 20 7 3
# of Deals – Middle-Market 202 343 311 500 459 665 967 1,346 1,899 1,956 632 467
# of Deals – Undisclosed 119 154 161 238 185 213 298 335 426 535 202 125
Deal Value $31 $101 $33 $40 $39 $59 $56 $89 $115 $160 $41 $21
_____________________
China Number of Deals (Domestic/Outbound/Inbound)
3,000 2,511
2,338
2,000 1,698
# of Deals
1,274
746 890 841
1,000 505 651 595
325 478
0
4/08 4/09
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
YTD YTD
Total 325 505 478 746 651 890 1,274 1,698 2,338 2,511 841 595
Inbound M&A 98 134 119 157 151 271 356 412 448 474 163 82
Outbound M&A 65 99 68 67 62 81 95 125 177 184 76 53
Domestic M&A 162 272 291 522 438 538 823 1,161 1,713 1,853 602 460
_____________________
Note: Domestic M&A represents China target/China acquiror; Outbound M&A represents non-China target/China acquiror; Inbound M&A represents China target/non-China
acquiror.

China M&A Deal Statistics
China Number of Deals

Domestic Outbound Inbound Total
2008 2009 2008 2009 2008 2009 2008 2009
April
Middle-Market 134 118 13 10 26 10 173 138
>$1B 2 0 0 1 0 0 2 1
Undisclosed 33 14 5 2 18 11 56 27
Total 169 132 18 13 44 21 231 166
YTD
Middle-Market 484 386 56 37 92 44 632 467
>$1B 4 2 2 1 1 0 7 3
Undisclosed 114 72 18 15 70 38 202 125
Total 602 460 76 53 163 82 841 595
LTM
Middle-Market 1,647 1,461 144 109 290 221 2,081 1,791
>$1B 10 10 3 4 1 2 14 16
Undisclosed 275 240 54 48 183 169 512 457
Total 1,932 1,711 201 161 474 392 2,607 2,264
_____________________
Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD and LTM as of April 30.
acquiror.
China Deal Value

($ in millions) Domestic Outbound Inbound Total
2008 2009 2008 2009 2008 2009 2008 2009
April
Middle-Market $5,881 $5,056 $1,647 $802 $627 $573 $8,155 $6,431
>$1B $2,217 $0 $0 $1,206 $0 $0 $2,217 $1,206
Total $8,098 $5,056 $1,647 $2,008 $627 $573 $10,372 $7,637
YTD
Middle-Market $22,163 $13,970 $5,183 $1,798 $2,776 $1,524 $30,122 $17,292
>$1B $5,220 $2,833 $4,346 $1,206 $1,601 $0 $11,167 $4,039
Total $27,383 $16,803 $9,529 $3,004 $4,376 $1,524 $41,288 $21,331
LTM
Middle-Market $73,297 $53,207 $14,604 $7,440 $10,855 $8,979 $98,757 $69,626
>$1B $16,200 $58,065 $5,378 $8,765 $1,601 $3,300 $23,179 $70,129
Total $89,497 $111,272 $19,983 $16,205 $12,456 $12,279 $121,935 $139,756
_____________________
acquiror.

India M&A Activity
India M&A Activity

($ in billions)
884 938
1,000 $60
800 $50
636
Deal Value
$40
# of Deals
600 415 375 $30

400 267 218 216
158 194 209 199 $20
200 $10
0 $0
4/08 4/09
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
YTD YTD
Total 158 267 194 209 218 216 415 636 884 938 375 199
# of Deals – >$1B 2 0 1 0 0 0 1 6 6 9 3 0
# of Deals – Middle-Market 94 147 116 130 139 117 220 303 421 429 181 55
Deal Value $5 $7 $4 $3 $3 $4 $14 $36 $56 $37 $13 $1
_____________________
India Number of Deals (Domestic, Outbound, Inbound)
938
1,000 884
800 636
# of Deals
600
415 375
400 267
194 209 218 216 199
158
200
0
4/08 4/09
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
YTD YTD
Total 158 267 194 209 218 216 415 636 884 938 375 199
Inbound M&A 65 90 69 61 74 58 95 139 170 175 69 24
Outbound M&A 9 41 23 21 39 36 117 161 203 217 84 28
Domestic M&A 84 136 102 127 105 122 203 336 511 546 222 147
_____________________
Note: Domestic M&A represents India target/India acquiror; Outbound M&A represents non-India target/India acquiror; Inbound M&A represents India target/non-India acquiror.

India M&A Deal Statistics
India Number of Deals

Domestic Outbound Inbound Total
2008 2009 2008 2009 2008 2009 2008 2009
April
Middle-Market 22 10 14 1 8 2 44 13
>$1B 0 0 0 0 0 0 0 0
Undisclosed 28 29 14 3 9 4 51 36
Total 50 39 28 4 17 6 95 49
YTD
Middle-Market 96 34 42 10 43 11 181 55
>$1B 1 0 2 0 0 0 3 0
Undisclosed 125 113 40 18 26 13 191 144
Total 222 147 84 28 69 24 375 199
LTM
Middle-Market 274 169 121 65 101 69 496 303
>$1B 2 1 3 3 0 2 5 6
Undisclosed 320 301 113 93 79 59 512 453
Total 596 471 237 161 180 130 1,013 762
_____________________
India Deal Value

($ in millions) Domestic Outbound Inbound Total
2008 2009 2008 2009 2008 2009 2008 2009
April
Middle-Market $430 $754 $925 $2 $422 $7 $1,776 $762
>$1B $0 $0 $0 $0 $0 $0 $0 $0
Total $430 $754 $925 $2 $422 $7 $1,776 $762
YTD
Middle-Market $2,681 $986 $2,261 $216 $2,369 $201 $7,312 $1,404
>$1B $2,231 $0 $3,305 $0 $0 $0 $5,536 $0
Total $4,912 $986 $5,566 $216 $2,369 $201 $12,848 $1,404
LTM
Middle-Market $8,480 $5,523 $8,650 $3,553 $5,452 $2,356 $22,582 $11,432
>$1B $10,956 $1,040 $4,483 $6,324 $0 $6,630 $15,439 $13,994
Total $19,436 $6,563 $13,133 $9,877 $5,452 $8,986 $38,021 $25,426
_____________________

Japan M&A Activity
Japan M&A Activity

2,500 2,230 2,110 $200
1,505 1,944 1,940
2,000 $160
# of Deals
Deal Value
1,500 1,068 1,094 $120
888
1,000 718 719 601 $80
524
500 $40
0 $0
4/08 4/09
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
YTD YTD
Total 524 718 888 1,068 1,094 1,505 1,944 2,230 2,110 1,940 719 601
# of Deals – >$1B 12 14 9 6 11 20 24 33 28 21 8 6
# of Deals – Middle-Market 211 336 418 517 566 829 1,138 1,323 1,247 1,084 388 348
Deal Value $84 $83 $52 $30 $72 $92 $182 $184 $122 $120 $41 $29
_____________________
Japan Number of Deals (Domestic/Outbound/Inbound)
2,500 2,230 2,110

1,944 1,940
2,000 1,505
1,500 1,068 1,094
# of Deals
888
1,000 718 719 601
524
500
0
4/08 4/09
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
YTD YTD
Total 524 718 888 1,068 1,094 1,505 1,944 2,230 2,110 1,940 719 601
Inbound M&A 47 82 76 68 68 83 52 75 119 79 31 25
Outbound M&A 86 93 88 100 78 102 164 210 178 216 67 59
Domestic M&A 391 543 724 900 948 1,320 1,728 1,945 1,813 1,645 621 517
_____________________
Note: Domestic M&A represents Japan target/Japan acquiror; Outbound M&A represents non-Japan target/Japan acquiror; Inbound M&A represents Japan target/non-Japan
acquiror.

Economic Commentary
ECONOMY:
U.S. stocks have enjoyed a strong run over the past typically occurs towards the end of recessions and the
two months, with gains fueled by the excessive early stages of a recovery, and is the primary reason
pessimism that is almost by definition present at a that the unemployment rate continues to rise even
bottom and the increasingly firm conviction that the after a recession ends. The weekly initial jobless claims
point of maximum downside momentum in the data offers a more timely snapshot of the economy and
economy was passing. As the rally began investors is generally viewed as a leading indicator. The trend in
were liquidating their equity exposure and moving cash initial claims appears to have peaked in April, although
to the sidelines, while expectations for the economy the steep decline in claims that typically signals
were so depressed that moderation in the rate of improving conditions has yet to emerge.
decline (the much talked about “second derivative” or
Data from the housing market continues to hint at
the change in the change) was viewed as a positive.
marginal improvement. The yearly change in the
While stocks were not quite priced for Armageddon,
Case/Shiller home price index increased in February for
they seemed to be anticipating a near-facsimile of such
the first time since October 2005, suggesting that
an outcome. Even as the rally was in its early stages,
downside momentum in home prices, just as in the
investors, most of whom were still on the sidelines,
overall economy, is easing. The Fed’s efforts to drive
remained skeptical, and the lack of participation in the
down mortgage rates appear to be having the desired
rally meant there was little follow-through when selling
effect, as anecdotal reports suggest that the areas of
emerged. Now, however, the real work is beginning.
the country that have been hardest hit in the housing
Investors have grown more optimistic, although not
downturn are seeing a surge in demand.
excessively so, and cash has been moved off of the
sidelines. STOCK MARKET: The rally that emerged in March,
Perhaps more importantly, expectations for the which has subsequently been identified as a cyclical
economy have shifted dramatically. No longer is the bull market, was preceded by, and has subsequently
pervasive question “Will the recession ever end?”, but been accompanied by a number of strong breadth
it is now “Has the recession already ended?” Some readings. First, while the S&P 500 and Dow Industrials
prognosticators are now on record as believing that the were plumbing new lows in March, a number of
NBER will ultimately decide that April represented the divergences were emerging. Our international index
trough in the economy. We think not, but with stocks trend indicator remained well above its late-2008 low,
increasingly eyeing an economic recovery, data that is and the NYSE advance/decline line was stronger than
merely less bad will not likely provide much the indexes during the late-2008 rally, and failed to
satisfaction. Output and consumption data that is match the degree of decline seen in early-2009. Great
worse than expected may spark a disappointing conviction that a turning point had occurred came on
reaction in the market. While not in the camp that sees the accumulation of up-side breadth thrusts.
the recession as already having ended, the massive Historically, single-day breadth thrusts (of more than
amounts of fiscal and monetary stimulus that are now 10 times as much upside volume as downside volume,
working through the system could alone be sufficient or vice versa) have signaled important turning points
to produce a return to growth sometime this summer. for the stock market. The rise in volatility in recent
The key question in our view is still not if or when the years (which is unlikely to fully dissipate anytime soon)
recession will end but what, over the course of the has made these breadth thrusts much more common.
next year or two, the ensuing recovery will look like. Given this new reality, we monitor the accumulation of
such days. In late 2008, upside thrusts were typically
The incoming economic data continues to paint a followed in short order by even more substantial
picture of recession, although its grip appears to be downside thrusts, evidence that selling pressure had
weakening. The economy shed another 539,000 jobs in yet to be exhausted. Since the March lows, upside
April, the sixth consecutive month in which more than thrusts have accumulated, and the few downside
half-a-million jobs were lost, but also 200,000 fewer thrusts that have emerged have been followed soon by
than the nearly three-quarters of a million jobs that upside thrusts. As the bull market has continued,
were lost in January. The unemployment rate rose additional bullish breadth readings have emerged. The
from 8.5% in March to 8.9% in April, although this rise 40-day advance/decline ratio on the NYSE had surged
was entirely fueled by formerly discouraged workers through well-tested resistance and surpassed the peak
re-entering the labor force and looking for jobs. The seen as the 2003 rally was gaining strength. Further,
household survey (from which the unemployment rate the percentage of industry groups and sub-industries in
is derived) measure of employment showed an up-trends has continued to expand, indicating that the
increase in April, its first in a year. This behavior, rally is carrying most areas of the market higher.
disgruntled workers re-entering the labor force, Strength in the broad market, both in the U.S. and

Economic Commentary
globally, suggests that the indexes have further to run.
Within the stock market, emphasis should be placed on
cyclical sectors and those areas of the global stock
market that could benefit from the return of the
commodity bull market. Our relative strength rankings
show sector leadership from Consumer Discretionary,
Information Technology, and Financials (excluding
REITs). Defensive areas of the market, like Consumer
Staples, Utilities, and Health Care are faring poorly in
the rankings. Global investors should continue to tilt
equity exposure away from the United States (which is
near the bottom of our global rankings) and towards
Emerging Markets. Regional preferences are fading,
although the Americas and Asia are still favored over
Europe. Size and style leadership, as is customary in
advance of a turn higher in the economy, remains with
small-cap and mid-cap growth. Fixed income investors
should continue to tilt away from Treasuries and
towards higher grade Corporates and Municipals.
Finally, the ECB has joined the Bank of England and
the Federal Reserve in powering up its printing press,
providing ample opportunity for paper currencies in
general to be further devalued. This suggests that
strategic investors should continue to look to add
commodity exposure to their portfolios, either as
equity investments in the Materials sector or direct
investment in commodities themselves. The traditional
way to hedge against currencies is through gold, a
tactic that we favor here.
Originally published in Baird’s Investment Strategy

Outlook: May 2009.
Bruce A. Bittles
Director of Investment Strategy
615.341.7114
William A. Delwiche, CFA
Associate – Investment Strategy
414.298.7802

Restructuring News
The Baird CDS Index
The graph below shows the Baird CDS Index for the While the movement of the Baird CDS Index in March
three-year period ending April 30, 2009. This and April represents more welcome news on the state
proprietary index of 36 credit default swap contracts of the financial markets, and more specifically on the
references non-investment grade debt of non-financial price of risk for non-investment grade companies, the
companies using pricing information from Bloomberg. absolute level of the Index on April 30 remained at its
third-highest level since we began tracking this data
“Green shoots” seems to be the increasingly pervasive
more than three years ago. Thus, the healing process
characterization of what has appeared in the equity and
in the credit markets has a very long way to go before
credit markets over the past several weeks. The
debt capital will be accessible by non-investment grade
powerful rally in equities, the tightening risk premiums
borrowers on terms approaching those that were
in corporate debt issues and the overall positive tone of
widely available before 2008.
the bank stress tests has led many commentators,
including the Fed Chairman, to observe cautiously that More germane to corporate restructurings, Standard &
the worst of the meltdown in the financial markets may Poor’s now expects the non-investment grade default
have passed. rate to reach 14.3% by March 2010, of which would
represent an all-time high, and a trough-to-peak
Consistent with this theme and representing another
increase unprecedented since S&P began tracking
green shoot, the Baird CDS Index declined in April for
default rate cycles 1981. With Chrysler filing for
the second consecutive month, which indicates that the
bankruptcy and with GM probably right behind it, the
cost to insure against a credit default for non-
expected impact of the shutdown of North American
investment grade companies outside of the financial
assembly operations will likely cause another round of
sector has now fallen for two months in a row. This
automotive supplier bankruptcies and employee layoffs
marks the first time that this has happened in almost a
– dislocations in the real economy that the financial
year. The Index decreased by 16.5% in April, falling to
markets have apparently already discounted.
1320.4 on April 30, a drop of 260.1 points from 1580.5
on March 31. This brings the Index down by 22.5%
from its all time record high of 1703.8 set on February
28.
Baird Non-Investment Grade CDS* Index
1,800.0
1,200.0
Index
600.0
0.0
1/06 4/06 7/06 10/06 2/07 5/07 8/07 11/07 3/08 6/08 9/08 12/08 4/09
Month/Year
_____________________
Source: Bloomberg L.P.
*A credit default swap ("CDS") is a derivative whereby one party to a swap agreement transfers credit risk to the counterparty for a periodic fee. Under the swap agreement, the
CDS buyer pays a fixed periodic fee in return for a contingent payment by the CDS seller in the event of a credit default, and thus is similar to an insurance policy on the reference
debt. In its simplest form, if there is a default on the reference debt, the CDS buyer puts the debt to the CDS seller in exchange for a payment by the CDS seller of the outstanding
principal and unpaid interest. In theory, the market's assessment of the likelihood of default for the reference debt should have a close positive correlation with the price of a CDS
for that debt. Thus, the Baird CDS Index should increase as the perceived risk of credit default for the reference debt increases, and should decrease as the perceived risk of credit
default for the reference debt decreases. Accordingly, the Baird CDS Index should be a leading indicator of the prospects for restructuring opportunities with respect to the reference
debt and, by implication, the overall climate for restructuring opportunities with respect to the debt of financially weaker credits in the wider market. The Baird CDS Index is
unmanaged and is not eligible for investment.
William G. Welnhofer Justin Shapiro

Managing Director, Head of Financial Restructuring Group Financial Analyst
Robert W. Baird & Co., Inc. Robert W. Baird & Co., Inc.
bwelnhofer@rwbaird.com jshapiro@rwbaird.com

Transaction Spotlight – Sale of Orion Corporation to John Crane
(Smiths Group plc)
Acquiring Company Orion Corporation
Headquarters Grafton, WI
Target Company John Crane (Smiths Group plc)
Headquarters Morton Grove, IL (London, United Kingdom)
Industry Sector Industrial – Hydrodynamic Bearings
Transaction Overview Orion Corporation (“Orion” or “the Company”) recently completed its sale to John Crane
Inc., a division of Smiths Group plc. The transaction closed in May 2009, and terms
were not disclosed.
Target Company Founded in 1968, privately-owned and headquartered in Grafton, Wisconsin, Orion is a
Description leading designer and manufacturer of highly-engineered hydrodynamic bearings for
high speed rotating machinery, such as turbines, compressors, generators and gear
drives. Orion manufactures an extensive product line of standard and custom
hydrodynamic bearings for power generation, oil & gas, petrochemical, marine and
other industrial markets.
Acquiring Company John Crane, Inc. manufactures mechanical seals and associated products for use in
Description rotating equipment applications. It offers various mechanical seals and sealing support
systems, bearing isolators, mechanical packing products, power transmission couplings,
and centralized lubrication systems. The company also provides training and repair
services. John Crane, Inc. serves customers in petroleum, chemical, pharmaceutical,
pulp and paper, power generation, food and beverage, mining and minerals,
transportation, industrial, water and waste, refrigeration, automotive, and appliance
markets worldwide. Orion complements and extends John Crane Bearing Technology,
formed after the acquisition of a German-based bearings firm in October 2007. The
company is headquartered in Morton Grove, Illinois and has locations in Africa, Asia,
Canada, Europe, Latin America, the Middle East, and United States.
Parent Company Smiths Group plc is a global technology company listed on the London Stock Exchange.
Description A world leader in the practical application of advanced technologies, Smiths Group
delivers products and services for the threat & contraband detection, energy, medical
devices, communications and engineered components markets worldwide. Orion will
become part of Smiths Group’s John Crane business. Smiths Group plc is
headquartered in London, UK, and employs more than 20,000 people in over 50
countries.
Advisory Role Robert W. Baird & Co. served as the financial advisor to Orion Corporation on this
transaction. For more information, please contact: Steve Booth, Managing Director, at
414.298.7661 or sbooth@rwbaird.com; Tom Lacy, Managing Director, at 414.298.7648
or tlacy@rwbaird.com; or Adam Czaia, Vice President, at 414.298.7358 or
aczaia@rwbaird.com.

Recent Baird M&A Transactions
Deal Value
Date ($ in
Announced Baird Client Client Description Transaction Description millions) Industry
4/20/09 Chesapeake Utilities Diversified utility company Acquisition of Florida Public *** Utilities
Corporation Utilities Company
3/26/09 Orion Corporation Manufacturer of hydrodynamic Sale to John Crane (Smiths ** Industrial
bearings Group plc)
2/12/09 North American Scientific Manufacturer of radioisotopic products Sale to Best Theratronics, Ltd. $5.0 Healthcare
for the treatment of cancer
1/29/09 Meade Europe (Meade Manufacturer of optical products Sale to a management-led buy $12.4 Consumer
Instruments) out group (Bresser GmbH)
1/28/09 Appliances Components Manufacturer of commercial Sale to Compressor Acquisition ** Industrial
Companies Spain S.A. refrigeration compressors Company Limited
12/31/08 GSE Scale Systems (SPX Manufacturer of test and measurement Sale to Illinois Tool Works, Inc. ** Industrial
Corporation) products
12/31/08 Palombo’s Med-Rite Pharmaceutical services Sale to Omnicare, Inc. ** Healthcare
Pharmacy (Ricetta Rx)
12/31/08 Revenue Cycle Solutions, Revenue cycle management Acquisition of Cash Retriever ** Healthcare
Inc. Systems, Inc.
11/26/08 McKechnie Vehicle Manufacturer of automotive products Sale MVC Holdings LLC ** Industrial
Components USA, Inc.
11/21/08 Coachmen Industries, Inc. Manufacturer of recreational vehicles Sale to Forest River, Inc. ** Consumer
11/11/08 Independent Bank Corp. Bank holding company Acquisition of Benjamin Franklin $84.5 Financial Services
Bancorp.
10/21/08 Integrated Device Digital media Acquisition of assets of Silicon ** Technology
Technology, Inc. Optix
10/13/08 TRUMPF International Industrial lasers and laser systems Acquisition of SPI Lasers plc ** Industrial
Beteiligungs-GmbH
10/7/08 FCX Performance, Inc. Distributor of flow control products Sale to Sterling Investment ** Industrial
Partners Distribution
10/1/08 Methode Electronics, Inc. Manufactures electro-mechanical Acquisition of assets of Hetronic $53.6 Industrial
devices Holding, LLC
9/30/08 Norwesco, Inc. Liquid containment solutions Sale to Olympus Partners ** Industrial
9/10/08 Richter Chemie-Technik Industrial pumps and valves Sale to IDEX Corporation €71.0 Industrial
GmbH
9/8/08 Gehl Company Construction and agricultural Sale to Manitou BF, S.A. $449.9 Industrial
equipment
9/2/08 Avery Weigh-Tronix Industrial weighing products Sale to Illinois Tool Works Inc. ** Industrial
Holdings Limited
8/4/08 Unipac Business Unit Laminated liners for plastic containers Sale to Selig Sealing Products, ** Industrial
(Illinois Tool Works) Inc.
8/4/08 Amafilter Group Holding Manufactures filtration products Sale to MAHLE Group ** Filtration
B.V.
7/8/08 TopWorx, Inc. Designer of valve control equipment Sale to Emerson Electric ** Industrial
7/2/08 GTI Diagnostics (Blood Manufactures medical diagnostics Sale to The Riverside Company ** Healthcare
Center of Wisconsin assays
Research Foundation)
6/16/08 Primrose Holdings, Inc. Early childhood education Sale to Roark Capital Group ** Education Services
6/13/08 Simmons Outdoor Manufacturer of optical products Sale to Bushnell, Inc. ** Consumer Products
Corporation (Meade
Instruments)
6/5/08 Chamberlin Edmonds & Revenue cycle management Sale to Charterhouse Group, ** Healthcare
Associates Inc. (Financial Sponsor
Consortium)
5/27/08 STRATTEC Security Vehicular access control products Acquisition of Assets of Delphi $7.8 Automotive
Corporation (in combo Corporation’s Power Products
with JV WITTE and VAST)
5/27/08 Driessen Aerospace Group Manufacturer of galleys and air cargo Sale to Zodiac S.A. ** Industrial
N.Y. equipment
_____________________
Source: Robert W. Baird & Co. Incorporated M&A Market Analysis.
**Closed transactions with undisclosed value; *** Announced and pending transactions with undisclosed value.

Baird U.S. Equity Research Coverage
BAIRD U.S. EQUITY RESEARCH COVERAGE MONTHLY REPORTS

In April 2009, Baird added 2 companies to coverage, Sector: Automotive
bringing the total coverage to 520 companies. Covered http://www.rwbaird.com/docs/yourreports/cruisin.pdf
companies have a median and average market
Sector: Consumer Products
capitalization of $1.2 billion and $4.8 billion,
Contact Thomas Gaul at tgaul@rwbaird.com
respectively. In the past three years, Baird has
increased the number of companies under coverage by Sector: Diversified Industrial and Machinery
more than 28%. https://baird.bluematrix.com/docs/pdf/77704.pdf
In April 2009, there were 113 upward and 160 Sector: Education Services
downward adjustments to current-year earnings http://www.rwbaird.com/docs/CN5-09.pdf
estimates (generally calendar-year 2009). There were
94 upward and 143 downward revisions to forward- Sector: Human Capital Services
year (generally calendar-year 2010) earnings www.rwbaird.com/docs/yourreports/HCSMAP.pdf
estimates. Sector: Radio Frequency Identification (RFID)
http://www.rwbaird.com/docs/RFID_Monthly_-
_May_2009.pdf
Sector: Retail, Restaurants, Apparel & Footwear
Contact Thomas Gaul at tgaul@rwbaird.com
Sector: Utilities
https://baird.bluematrix.com/docs/pdf/78855.pdf

Business Services Human Capital Services (cont’d) Footwear, Apparel & Accessories
Business Process Outsourcing Spherion Corporation SFN Columbia Sportswear COLM
Convergys Corporation CVG Taleo Corporation TLEO Crocs, Inc. CROX
DST Systems, Inc. DST TrueBlue, Inc. TBI Deckers Outdoors DECK
ExlService Holdings, Inc. EXLS The Ultimate Software Group Inc. ULTI Genesco, Inc. GCO
Fidelity National Information Services FIS Watson Wyatt & Company WW Nike Inc. NKE
Fiserv, Inc. FISV Industrial Services Rocky Brands, Inc. RCKY
Genpact Limited G American Reprographics Co. ARP Quiksilver Inc. 2QK
Global Payments, Inc. GPN Clean Harbors, Inc. CLHB Timberland Co. TBL
Heartland Payment Systems, Inc. HPY Mobile Mini, Inc. MINI Under Armour Inc. UA
ICT Group ICTG RSC Holdings Inc. RRR VF Corporation VFC
Jack Henry & Associates JKHY Stericycle, Inc. SRCL Volcom Inc. VLCM
MasterCard Incorporated MA Wolverine World Wide WWW
Metavante Technologies, Inc. MV Communications Restaurants
Net 1 UEPS Technologies Inc. UEPS Communications Services - Carriers
BJ’s Restaurant, Inc. BJRI
Sykes Enterprises, Inc. SYKE AT&T, Inc. T Burger King Holdings, Inc. BKC
Visa Inc. V Leap Wireless International, Inc. LEAP Buffalo Wild Wings, Inc. BWLD
WNS (Holdings) Limited WNS MetroPCS Communications, Inc. PCS California Pizza Kitchen, Inc. CPKI
Education Services Sprint Nextel Corporation S Caribou Coffee Company, Inc. CBOU
Apollo Group, Inc. APOL Telephone and Data Systems, Inc. TDS The Cheesecake Factory Inc. CAKE
Blackboard, Inc. BBBB United States Cellular Corp. USM Chipotle Mexican Grill, Inc. CMG
Capella Education Company CPLA Verizon Communications, Inc. VZ Darden Restaurants, Inc. DRI
Career Education Corporation CECO Network Technology McDonald’s Corporation MCD
Corinthian Colleges, Inc. COCO ADC Telecommunications, Inc. ADCTD P.F. Chang’s China Bistro, Inc. PFCB
New Oriental Education & Technology Grp EDU ADTRAN, Inc. ADTN Panera Bread Company PNRA
DeVry, Inc. DV Alcatel-Lucent ALU Peet’s Coffee & Tea, Inc. PEET
ITT Educational Services, Inc. ESI Cisco Systems, Inc. CSCO Starbucks Corporation SBUX
K12 Inc. LRN CommScope, Inc. CTV Texas Roadhouse, Inc. TXRH
Lincoln Education Services Corp. LINC F5 Networks, Inc. FFIV YUM! Brands, Inc. YUM
School Specialty, Inc. SCHS Juniper Networks, Inc. JNPR Retail
Strayer Education, Inc. STRA Nortel Networks Corporation NT Abercrombie & Fitch ANF
Marketing & Information Services PCTEL, Inc. PCTI Advance Auto Parts, Inc. AAP
Acxiom Corporation ACXM Powerwave Technologies, Inc. PWAV AutoZone, Inc. AZO
Alliance Data Systems Corporation ADS Riverbed Technology, Inc. RVBD Dick’s Sporting Goods, Inc. DKS
The Corporate Executive Board Co. EXBD SonicWALL, Inc. SNWL Hibbett Sports, Inc. HIBB
Equifax Inc. EFX Sonus Networks Inc. SONS Kohl’s Corporation KSS
FTI Consulting, Inc. FCN Tekelec TKLC O’Reilly Automotive, Inc. ORLY
Harte-Hanks, Inc. HHS Tellabs TLAB Pacific Sunwear of California Inc. PSUN
Huron Consulting Group, Inc. HURN Communications Services – Software & Services PetSmart, Inc. PETM
Journal Communications, Inc. JRN Amdocs Limited DOX Regis Corporation RGS
Navigant Consulting, Inc. NCI Comverse Technology, Inc. CMVT Sally Beauty Holdings, Inc. SBH
Valassis Communications, Inc. VCI NeuStar, Inc. NSR Tractor Supply Company TSCO
Facility Services Neutral Tandem Inc. TNDM Ulta Salon, Cosmetics & Fragrance, Inc. ULTA
AECOM Technology Corporation ACM Research in Motion Limited RIMM Zumiez, Inc. ZUMZ
Cintas Corporation CTAS Synchronoss Technologies, Inc. SNCR Select Growth
Ecolab, Inc. ECL Syniverse Holdings, Inc. SVR HNI Corporation HNI
G&K Services, Inc. GKSRA Schawk, Inc. SGK
Consumer
Iron Mountain Incorporated IRM
Automotive Services Energy
Pike Electric Corporation PEC
ATC Technology Corporation ATAC Utilities
Quanta Services Inc. PWR
UniFirst Corporation UNF CarMax, Inc. KMX Alliant Energy Corporation LNT
URS Corporation URS Copart, Inc. CPRT Aqua America, Inc. WTR
Human Capital Services LKQ Corporation LKQX California Water Service Group CWT
Ritchie Bros. Auctioneers, Inc. RBA Chesapeake Utilities Corp. CPK
Administaff, Inc. ASF
Consumer Leisure DPL Inc. DPL
Automatic Data Processing ADP
Arctic Cat, Inc. ACAT FPL Group, Inc. FPL
COMSYS IT Partners CITP
Briggs & Stratton Corp. BGG Hawaiian Electric Industries HE
First Advantage Corporation FADV
Harley-Davidson, Inc. HOG Integrys Energy Group TEG
Heidrick & Struggles International HSII
Polaris Industries, Inc. PII MDU Resources Group Inc. MDU
Hewitt Associates, Inc. HEW
Thor Industries THO Nicor Inc. GAS
Hudson Highland Group, Inc. HHGP
Winnebago Industries, Inc. WGO Otter Tail Corporation OTTR
Kforce Inc. KFRC
Consumer Products Piedmont Natural Gas Company, Inc. PNY
Korn/Ferry International KFY
RC2 Corporation RCRC PNM Resources, Inc. PNM
Manpower Inc. MAN
Progress Energy, Inc. PGN
Monster Worldwide, Inc. MWW
TECO Energy, Inc. TE
MPS Group, Inc MPS
UIL Holdings Corporation UIL
Paychex Inc. PAYX
Vectren Corporation VVC
Resources Connection, Inc. RECN
Wisconsin Energy Corporation WEC
Robert Half International RHI
Xcel Energy Inc. XEL

Industrial Industrial Distribution (cont’d) Software & Services
Automotive and Truck Supplies Watsco, Inc. WSO Adobe Systems Inc. ADB
ArvinMeritor, Inc. ARM WESCO International, Inc. WCC ANSYS, Inc. ANSS
Autoliv, Inc. ALV Process Controls Autodesk, Inc. ADSK
BorgWarner, Inc. BWA Altra Holdings, Inc. AIMC Citrix Systems, Inc. CTXS
Commercial Vehicle Group CVGI A.O. Smith Corporation AOS Concur Technologies, Inc. CNQR
Gentex Corporation GNTX Baldor Electric Company BEZ McAfee, Inc. MFE
Harman International Industries, Inc. HAR CIRCOR International, Inc. CIR Omniture, Inc. OMTR
Johnson Controls, Inc. JCI Colfax Corporation CFX Red Hat, Inc. RHT
Methode Electronics Inc. MEI Emerson Electric Co. EMR RightNow Technologies, Inc. RNOW
Modine Manufacturing Co. MODI Flowserve Corporation FLS Salesforce.com, Inc. CRM
Stoneridge, Inc. SRI Franklin Electric Co., Inc. FELE SPSS, Inc. SPSSE
STRATTEC SECURITY CORP. STRT Gardner Denver, Inc. GDI Symantec Corp. SYMC
Tenneco Inc. TEN Graco Inc. GGG VeriSign Inc. VRSN
Consumer Building Products IDEX Corporation IEX Vocus, Inc. VRSN
Acuity Brands, Inc. AYI ITT Industries, Inc. ITT EMS & Electronics
American Woodmark Corporation AMWD Mueller Water Products, Inc. MWA Littelfuse Inc. LFUS
The Black & Decker Corporation BDK Pentair, Inc. PNR Plexus Corp. PLXS
Fortune Brands, Inc. FO Regal-Beloit Corporation RBC Process Technology
Simpson Manufacturing SSD Robbins & Myers, Inc. RBN
Agilent Technologies, Inc. A
Quanex Building Products Corp. NX Roper Industries, Inc. ROP
AMETEK, Inc. AME
Diversified Industrial & Machinery Watts Water Technologies, Inc. WTS
Badger Meter, Inc. BMI
Actuant Corporation ATU Transportation/Logistics
CLARCOR, Inc. CLC
Astec Industries, Inc. ASTE Arkansas Best Corp. ABFS
Cognex Corporation CGNX
Brady Corporation BRC C.H. Robinson Worldwide Inc. CHRW
Danaher Corporation DHR
Bucyrus International, Inc. BUCY Con-way, Inc. CNW
Dionex Corporation DNEX
Caterpillar Inc. CAT Expeditors International of Washington EXPD
Donaldson Company, Inc. DCI
Deere & Company DE FedEx Corporation FDX
ESCO Technologies Inc. ESE
Dover Corporation DOV Forward Air Corporation FWRD
FARO Technologies, Inc. FARO
Illinois Tool Works Inc. ITW Heartland Express, Inc. HTLD
Mettler-Toledo Int’l, Inc. MTD
Ingersoll-Rand Company IR Hub Group, Inc. HUBG
Mine Safety Appliances Company MSA
Joy Global Inc. JOYG JB Hunt Transport Services Inc. JBHT
Nalco Holding Company NLC
Manitowoc Company Inc. MTW Knight Transportation, Inc. KNX
National Instruments Corp. NATI
Oshkosh Corporation OSK Landstar Systems Inc. LSTR
Pall Corporation PLL
Parker Hannifin Corporation PH Old Dominion Freight Line ODFL
Polypore International, Inc. PPO
Snap-on Incorporated SNA Pacer International, Inc. PACR
Rockwell Automation Inc. ROK
Sun Hydraulics Corporation SNHY Ryder System, Inc. R
Tetra Tech, Inc. TTEK
Terex Corporation TEX TAL International Group TAL
Varian, Inc. VARI
Titan Machinery Inc. TITN United Parcel Service UPS
Semiconductor Components
General Industrial UTi Worldwide, Inc. UTIW
Altera Corp. ALTR
Barnes Group, Inc. B Werner Enterprises WERN
Analog Devices, Inc. ADI
Carlisle Companies, Inc. CLS YRC Worldwide YRCW
Broadcom Corp. BRCM
Columbus McKinnon Corp. CMCO
Technology Diodes Incorporated DIOD
Gibraltar Industries, Inc. ROCK
Computer Hardware & Storage Fairchild Semiconductor Int’l, Inc. FCS
Kaydon Corporation KDN
3PAR Inc. PAR GSI Technology GSIT
Masco Corporation MAS
Brocade Communications BRCD Intel Corporation INTC
Middleby Corporation MIDD
CommVault Systems, Inc. CVLT Lattice Semiconductor Corp. LSCC
RBC Bearings Incorporated ROLL
Data Domain, Inc. DDUP Micron Technology, Inc. MU
The Stanley Works SWK
Dell Inc. DELL OmniVision Technologies, Inc. OVTI
Twin Disc, Inc. TWIN
EMC Corporation EMC ON Semiconductor ONNN
Woodward Governor Company WGOV
Emulex Corporation ELX SanDisk Corporation SNDK
Industrial Distribution
Hewlett-Packard Company HPQ Sigma Designs, Inc. SIGM
Airgas, Inc. ARG
NetApp Inc. NTAP STMicroelectronics NV STM
Anixter International, Inc. AXE
Netezza Corporation NZ Texas Instruments, Inc. TXN
Beacon Roofing Supply, Inc. BECN
QLogic Corporation QLGC Xilinx Inc. XLNX
Builders FirstSource, Inc. BLDR Supply Chain Technology
Seagate Technology STX
Fastenal Company FAST
VMware VMW Avery Dennison Corporation AVY
Grainger, W.W., Inc. GWW
Western Digital Corporation WDC Avocent Corp. AVCT
Houston Wire & Cable Company HWCC
Xyratex, Ltd. XRTX Bemis Company DDUP
Interline Brands, Inc. IBI
Checkpoint Systems, Inc. CKP
MSC Industrial Direct Co. MSM
Diebold, Inc. DBD
Pool Corporation POOL
Garmin Ltd. GRMN
Intermec, Inc. IN

Technology (cont’d) Life Sciences & Diagnostics (cont’d) Real Estate
Supply Chain Technology (cont’d) Sigma-Aldrich Corporation SIAL Real Estate
NCR Corporation NCR TECHNE Corp. TECH Alexandria Real Estate ARE
Plantronics, Inc. PLT Thermo Fisher Scientific TMO Ashford Hospitality Trust Inc. AHT
ScanSource, Inc. SCSC Waters Corporation WAT BioMed Realty Trust, Inc. BMR
Sealed Air Corporation SEE Medical Technology Cousins Properties, Inc. CUZ
Zebra Technologies Corporation ZBRA Animal Health International AHII DiamondRock Hospitality Co. DRH
The Cooper Companies COO Digital Realty Trust, Inc. DLR
Healthcare/Life Sciences
DENTSPLY International Inc. XRAY Douglass Emmett DEI
Biotechnology
Exactech, Inc. EXAC Duke Realty Corp. DRE
Affymax, Inc. AFFY FelCor Lodging Trust, Inc. FCH
Henry Schein, Inc. HSIC
AMAG Pharmaceuticals, Inc. AMAG Franklin Street Properties Corp. FSP
Patterson Companies, Inc. PDCO
Amgen, Inc. AMGN HCP, Inc. HCP
Sirona Dental Systems, Inc. SIRO
Amylin Pharmaceuticals, Inc. AMLN Health Care REIT Inc. HCN
Stryker Corporation SYK
Array BioPharma Inc. ARRY Healthcare Realty Trust Inc. HR
TomoTherapy Incorporated TOMO
Biogen Idec Inc. BIIB Hersha Hospitality Trust HT
Wright Medical Group, Inc. WMGI
BioMarin Pharmaceutical, Inc. BMRN Host Hotels & Resorts HST
Young Innovations Inc. YDNT
Celgene Corporation CELG Interstate Hotels & Resorts, Inc. IHR
Zimmer Holdings, Inc. ZMH
Cerus Corporation CERS Kilroy Realty Corporation KRC
Specialty Pharmaceuticals
Cubist Pharmaceuticals, Inc. CBST LaSalle Hotel Properties LHO
Acorda Therapeutics ACOR
Genzyme Corporation GENZ Liberty Property Trust LRY
Alkermes Inc. ALKS
Gilead Sciences, Inc. GILD Maguire Properties, Inc. MPG
Cephalon Inc. CEPH
Human Genome Sciences, Inc. HGSI Marcus Corporation MCS
Forest Laboratories Inc. FRX
Incyte Corporation INCY Marriott International, Inc. MAR
Obagi Medical Products, Inc. OMPI
Infinity Pharmaceuticals, Inc. INFI MHI Hospitality Corporation MDH
Shire plc SHPGY
InterMune, Inc. ITMN Nationwide Health Properties, Inc. NHP
Xenoport, Inc. XNPT
MannKind Corporation MNKD Parkway Properties, Inc. PKY
Optimer Pharmaceuticals, Inc. OPTR Financials Red Lion Hotels Corporation RLH
Pharmasset, Inc. VRUS Business Development Companies Senior Housing Properties Trust SNH
Regeneron Pharmaceuticals REGN Starwood Hotels & Resorts Worldwide HOT
Gladstone Capital Corporation GLAD
Theravance, Inc. THRX Strategic Hotels & Resorts, Inc. BEE
PennantPark Investment Corp. PNNT
Vertex Pharmaceuticals, Inc. VRTX Community Banks Sunstone Hotel Investors, Inc. SHO
Distribution & Services
Associated Banc-Corp ASBC Supertel Hospitality, Inc. SPPR
AmerisourceBergen Corporation ABC Thomas Properties Group, Inc. TPGI
Bank of Kentucky Financial Corporation BKYF
Cardinal Health, Inc. CAH Ventas, Inc. VTR
Cardinal Financial Corp. CFNL
Charles River Laboratories CRL REITs
First Midwest Bancorp, Inc. FMBI
Covance Inc. CVD American Campus Communities, Inc. ACC
IBERIABANK Corporation IBKC
ICON plc ICLR Associated Estates Realty Corp. AEC
Independent Bank Corp. INDB
IMS Health Incorporated RX AvalonBay Communities, Inc. AVB
MB Financial, Inc. MBFI
Kendle International Inc. KNDL Camden Property Trust CPT
Metrocorp Bancshares, Inc. MCBI
McKesson Corporation MCK Corporate Office Properties Trust OFC
Pinnacle Financial Partners, Inc. PNFP
MedAssets, Inc. MDAS DuPont Fabros Technology, Inc. DFT
PrivateBancorp, Inc. PVTB
Owens & Minor, Inc. OMI EastGroup Properties, Inc. EGP
Sandy Spring Bancorp, Inc. SASR
PAREXEL International Corp. PRXL Education Realty Trust, Inc. EDR
StellarOne Corporation STEL
Pharmaceutical Product Development PPDI Essex Property Trust, Inc. ESS
Sterling Bancshares, Inc. SBIB
PSS World Medical, Inc. PSSI Extra Space Storage Inc. EXR
S.Y. Bancorp, Inc. SYBT
Facilities & Services
Union Bancshares Corp. UBSH Federal Realty Investment Trust FRT
Alliance HealthCare Services AIQ Virginia Commerce Bancorp, Inc. VCBI First Potomac Realty Trust FPO
Almost Family, Inc. AFAM Wintrust Financial Corporation WTFC Gladstone Commercial Corporation GOOD
Amedisys, Inc. AMED Regional Banks Highwoods Properties, Inc. HIW
AmSurg Corporation AMSG Investor Real Estate Trust IRETS
Bank of America BAC
Community Health Systems, Inc. CYH Mid-America Apartment Communities MAA
BB&T Corp. BBT
Gentiva Health Services, Inc. GTIV PS Business Parks Inc. PSB
Comerica, Inc. CMA
LHC Group, Inc. LHCG Public Storage, Inc. PSA
Fifth Third Bancorp FITB
LifePoint Hospitals, Inc. LPNT Realty Income Corporation O
JP Morgan Chase & Co. JPM
MedCath Corporation MDTH Regency Centers Corporation REG
KeyCorp KEY
Psychiatric Solutions, Inc. PSYS Saul Centers, Inc. BFS
M&T Bank Corp. MTB
Tenet Healthcare Corp. THC U-Store-It Trust YSI
Marshall & Ilsley Corporation MI
Universal Health Services, Inc. UHS UDR, Inc. UDR
PNC Financial Services PNC
Life Sciences & Diagnostics Urstadt Biddle Properties Inc. UBA
SunTrust Banks Inc. STI
Affymetrix, Inc. AFFX Synovus Financial Corp. SNV Washington Real Estate Invst. Trust WRE
Beckman Coulter, Inc. BEC U.S. Bancorp USB Weingarten Realty Investors WRI
Cepheid CPHD Wells Fargo & Company WFC
Gen-Probe Incorporated GPRO Zions Bancorporation ZION
Illumina, Inc. ILMN
Immucor, Inc. BLUD
Life Technologies Corp. LIFE
Meridian Bioscience, Inc. VIVO
PerkinElmer, Inc. PKI
QIAGEN N.V. QGENF
Note: Coverage list is as of April 30, 2009.

Investment Banking Contact List
Steven G. Booth Dominick P. Zarcone Richard F. Waid C.H. Randolph Lyon
Head of Investment Banking Managing Director Vice Chairman Vice Chairman
414.298.7661 Chief Operating Officer 404.240.5791 312.609.4931
sbooth@rwbaird.com 414.298.7660 rwaid@rwbaird.com rlyon@rwbaird.com
nzarcone@rwbaird.com
Services and Technology Industrial and Consumer Industrial and Consumer Financial Sponsors Europe
Brian S. Doyal Paul T. Rogalski (continued) C. Christopher Coetzee London†
Managing Director Managing Director Christopher R. Cooper Managing Director John A. Fordham
312.609.4916 312.609.4912 Director Co-Head of U.S. M&A Chairman, European
bdoyal@rwbaird.com progalski@rwbaird.com 312.609.5490 312.609.4913 Investment Banking
ccooper@rwbaird.com ccoetzee@rwbaird.com 011.44.207.667.8438
Peter S. Kies Christopher C. McMahon jfordham@rwbaird.com
Managing Director Managing Director Jason P. Kliewer Leslie Cheek IV
414.765.7262 Head of Global M&A Director Managing Director Nicholas R. Sealy
pkies@rwbaird.com 312.609.4983 813.273.8242 617.426.5789 Managing Director
cmcmahon@rwbaird.com jkliewer@rwbaird.com lcheek@rwbaird.com Co-Head, European Investment
John Moriarty Banking
Managing Director Brian P. McDonagh Joseph T. Packee Thomas W. Lacy 011.44.207.667.8370
650.424.9311 Managing Director Director Managing Director nsealy@rwbaird.com
jmoriarty@rwbaird.com Co-Head of M&A 414.298.7644 414.298.7648
704.998.5757 jpackee@rwbaird.com tlacy@rwbaird.com David M. Silver
Breton A. Schoch bmcdonagh@rwbaird.com Managing Director
Managing Director Financial Institutions Jeffrey M. Seaman 011.44.207.667.8216
312.609.4965 Joel A. Cohen Mark C. Micklem Managing Director dsilver@rwbaird.com
bschoch@rwbaird.com Managing Director Managing Director 312.609.4687
312.609.4924 703.821.5787 jseaman@rwbaird.com Julien Darmon
Judith G. Scott jcohen@rwbaird.com mmicklem@rwbaird.com Director
Managing Director David M. Wierman 011.44.207.667.8255
414.765.3657 Stephen B. Guy Energy Managing Director jdarmon@rwbaird.com
jscott@rwbaird.com Managing Director Richard F. Waid 404.240.5792
414.765.7247 Vice Chairman dwierman@rwbaird.com Frankfurt
Andrew K. Snow sguy@rwbaird.com 404.240.5791 Joachim Beickler
Managing Director rwaid@rwbaird.com Mergers & Acquisitions Managing Director
312.609.4972 Thomas W. Lacy Christopher C. McMahon 011.49.69.13.01.49.51
asnow@rwbaird.com Managing Director John R. Lanza Managing Director jbeickler@rwbaird.com
414.298.7648 Director Head of Global M&A
Christopher W. Hildreth tlacy@rwbaird.com 414.298.7669 312.609.4983 Michael Wolff
Director jlanza@rwbaird.com cmcmahon@rwbaird.com Managing Director
312.609.4937 Thomas E. Lange 011.49.69.13.01.49.49
childreth@rwbaird.com Managing Director Real Estate Brian P. McDonagh mwolff@rwbaird.com
813.273.8248 Mark O. Decker, Sr. Managing Director
Howard P. Lanser tlange@rwbaird.com Managing Director Co-Head of M&A Ralf Abele
Director, Mergers & Acquisitions 703.821.5760 704.998.5757 Director
Head of Business Development Nicholas Pavlidis mdeckersr@rwbaird.com bmcdonagh@rwbaird.com 011.49.69.13.01.49.40
312.609.5478 Managing Director rabele@rwbaird.com
hlanser@rwbaird.com 312.609.4977 Mark O. Decker, Jr. Howard P. Lanser
npavlidis@rwbaird.com Director Director, Mergers & Acquisitions Asia
Ross Williams 703.821.5761 Head of Business Development Shanghai
Director Joe Pellegrini mdeckerjr@rwbaird.com 312.609.5478
Anthony Siu
414.298.6235 Managing Director hlanser@rwbaird.com
Managing Director
rwilliams@rwbaird.com 704.998.5759 Brian Jones
001.86.21.6182.0981
jpellegrini@rwbaird.com Director J. David Cumberland, CFA
asiu@bairdasia.com.cn
Corporate Restructuring 650.424.9314 Director, M&A Research
William G. Welnhofer Trisha K. Hansen bjones@rwbaird.com 312.609.5429
Managing Director Director dcumberland@rwbaird.com
312.609.5476 414.765.3521 Health Care
bwelnhofer@rwbaird.com tkhansen@rwbaird.com Renee C. Ryan Equity Capital Markets
Managing Director John Baumgartner
Christopher J. Sciortino 650.858.3813 Managing Director
Director rryan@rwbaird.com 414.298.7830
312.609.4923 jbaumgartner@rwbaird.com
csciortino@rwbaird.com Franklin M. Stokes
Managing Director Greg Ingram
Andrew Martin 312.609.4920 Managing Director
Director fstokes@rwbaird.com 415.364.3370
704.998.5756 gingram@rwbaird.com
amartin@rwbaird.com William O. Suddath Jr.
Managing Director Rick Conklin
Justin T. Albert 404.240.5678 Managing Director
Director bsuddath@rwbaird.com 312.609.5480
312.609.4995 rconklin@rwbaird.com
jalbert@rwbaird.com Kiran Paruchuru
Director Gary R. Placek
414.298.7642 Director
kparuchuru@rwbaird.com 414.765.3611
gplacek@rwbaird.com
_____________________
†Robert W. Baird Limited is authorized and regulated by the Financial Services Authority.

Appendix – Disclaimers and Other Disclosures
DISCLAIMERS
This is not a complete analysis of every material fact regarding any company, industry or security. The opinions
expressed here reflect our judgment at this date and are subject to change. The information has been obtained from
sources we consider to be reliable, but we cannot guarantee the accuracy.
ADDITIONAL INFORMATION ON COMPANIES MENTIONED HEREIN IS AVAILABLE UPON REQUEST
The Dow Jones Industrial Average, S&P 500, S&P 400 and Russell 2000 are unmanaged common stock indices used to
measure and report performance of various sectors of the stock market; direct investment in indices is not available.
Baird is exempt from the requirement to hold an Australian financial services license. Baird is regulated by the United
States Securities and Exchange Commission, FINRA, and various other self-regulatory organizations and those laws
and regulations may differ from Australian laws. This report has been prepared in accordance with the laws and
regulations governing United States broker-dealers and not Australian laws.
Copyright 2009 Robert W. Baird & Co. Incorporated. No part of this publication may be reproduced or
distributed in any form or by any means without our prior written approval. However, you may download
one copy of the information for your personal, non-commercial viewing only, provided that you do not
remove or alter any trade mark, copyright or other proprietary notice.
OTHER DISCLOSURES
UK disclosure requirements for the purpose of distributing this research into the UK and other countries
for which Robert W Baird Limited holds an ISD passport.
This report is for distribution into the United Kingdom only to persons who fall within Article 19 or Article 49(2) of the
Financial Services and Markets Act 2000 (financial promotion) order 2001 being persons who are investment
professionals and may not be distributed to private clients. Issued in the United Kingdom by Robert W Baird Limited,
which has offices at Mint House 77 Mansell Street, London, E1 8AF, and is a company authorized and regulated by the
Financial Services Authority. For the purposes of the Financial Services Authority requirements, this investment
research report is classified as objective.
Robert W Baird Limited ("RWBL") is exempt from the requirement to hold an Australian financial services license.
RWBL is regulated by the Financial Services Authority ("FSA") under UK laws and those laws may differ from
Australian laws. This document has been prepared in accordance with FSA requirements and not Australian laws.

Robert W. Baird & Co.
www.rwbaird.com 800.RW.BAIRD
Equity Capital Markets and Private Equity Office Locations
U.S. Offices International Locations*

Atlanta Palo Alto Beijing
3282 Northside Parkway 1001 Page Mill Road Unit 1006, 10/F, Juanshitiandi Tower A
Suite 225 Building 1, Suite 210 No. 50, Wangjing Xilu
Atlanta, GA 30327 Palo Alto, CA 94304 Chaoyang District, Beijing, 100102 China
888.792.9478 650.424.9301 011.86.10.6479.5151
Boston Philadelphia Frankfurt

One Post Office Square One Tower Bridge Neue Mainzer Strasse 28
36th Floor, Suite 3620 100 Front Street, Suite 350 60311 Frankfurt
Boston, MA 02109 West Conshohocken, PA 19428 Germany
888.661.5431 610.239.2610 011.49.69.13.01.49.0
Charlotte San Francisco Hamburg

401 North Tryon Street 101 California Street Haus am Hafen
10th Floor Suite 1350 Steinhöft 5-7
Charlotte, NC 28202 San Francisco, CA 94111 20459 Hamburg
877.792.3051 866.715.4024 Germany
011.49.40.37.48.02.10
Chicago Stamford
227 West Monroe Street 100 First Stamford Place Hong Kong
Suite 2100 3rd Floor Suite 3202, 32/F, Central Plaza
Chicago, IL 60606 Stamford, CT 06902 No.18 Harbour Road
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011.852.2827.8822
Madison Tampa
One South Pinckney Street 401 East Jackson Street London
Suite 900 Suite 2900 Mint House
Madison, WI 53703 Tampa, FL 33602 77 Mansell Street
608.252.5755 888.238.2672 London E1 8AF
UK
Milwaukee Washington, D.C. 011.44.207.488.1212
777 East Wisconsin Avenue Pinnacle Tower North
Milwaukee, WI 53202 1751 Pinnacle Drive Shanghai
888.224.7326 Suite 1100 Rm 42-022, 42/F, HSBC Tower
McLean, VA 22102 No.1000 Lujiazui Ring Road
Nashville 888.853.2753 Pudong Shanghai 200120, China
2525 West End Avenue 011.86.21.6182.0980
Suite 1000
Nashville, TN 37203
888.454.4981
*Baird and its operating affiliates have offices in the United States, Europe and Asia.
Robert W. Baird & Co. Incorporated. Member SIPC.
Robert W. Baird Ltd. and Baird Capital Partners Europe are authorized and regulated in the UK by the Financial Services Authority.
©2009 Robert W. Baird & Co. Incorporated.

Baird M&A Update (May 2009)

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Baird M&A Update (May 2009)

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M&A Market Analysis

Global M&A Monthly

Christopher C. McMahon Brian P. McDonagh Howard P. Lanser

J. David Cumberland, CFA Jamie C. Kaplan Thomas J. Gaul

 Global M&A Commentary and Deal Statistics ......................................................1

 U.S. M&A Commentary and Deal Statistics .........................................................5

 Europe M&A Commentary and Deal Statistics................................................... 10

 U.K. Cross-Border M&A Activity ........................................................................ 14

 Germany Cross-Border M&A Activity ................................................................15

 Asia Commentary and Deal Statistics ............................................................... 16

 China M&A Activity and Deal Statistics ............................................................. 17

 India M&A Activity and Deal Statistics ............................................................. 19

 Japan M&A Activity .......................................................................................... 21

 Economic Commentary ..................................................................................... 22

 Transaction Spotlight – Sale of Orion Corporation to John Crane (Smiths

 Recent Baird M&A Transactions ....................................................................... 26

 Baird U.S. Equity Research Coverage ............................................................... 27

 Investment Banking Contact List ..................................................................... 31

and sentiment remains low as additional banking crises

Relative Performance of Global Market Indices

S&P 500 FTSE 100 DAX Hang Seng Nikkei 225

Robert W. Baird & Co. 1

Global M&A Activity

# of Deals – Undisclosed # of Deals – Middle-Market # of Deals – >$1B Deal Value

Global Middle-Market M&A Activity

Robert W. Baird & Co. 2

Central / South America 79 45 (43.0%) $6,687 $7,182 7.4%

Europe 1,142 543 (52.5%) $64,303 $22,241 (65.4%)

Africa / Middle East 70 28 (60.0%) $5,276 $862 (83.7%)

Asia-Pacific (ex. Japan) 512 353 (31.1%) $17,297 $14,939 (13.6%)

Japan 146 127 (13.0%) $10,378 $7,031 (32.2%)

Global Total 2,637 1,605 (39.1%) $181,876 $103,118 (43.3%)

Central / South America 289 160 (44.6%) $38,171 $14,236 (62.7%)

Europe 4,140 2,618 (36.8%) $271,589 $125,858 (53.7%)

Africa / Middle East 270 145 (46.3%) $19,789 $12,350 (37.6%)

Asia-Pacific (ex. Japan) 1,906 1,289 (32.4%) $86,741 $39,787 (54.1%)

Japan 719 601 (16.4%) $40,616 $29,279 (27.9%)

Global Total 10,382 7,041 (32.2%) $756,506 $462,719 (38.8%)

Robert W. Baird & Co. 3

Central / South America 43 23 (46.5%) $3,706 $2,462 (33.6%)

Europe 422 177 (58.1%) $32,985 $11,666 (64.6%)

Africa / Middle East 42 18 (57.1%) $1,813 $862 (52.5%)

Asia-Pacific (ex. Japan) 330 250 (24.2%) $13,817 $9,241 (33.1%)

Japan 62 64 3.2% $1,932 $2,199 13.9%

Global Total 1,189 795 (33.1%) $78,183 $35,309 (54.8%)

Central / South America 154 78 (49.4%) $12,858 $7,515 (41.6%)

Europe 1,525 747 (51.0%) $123,160 $46,146 (62.5%)

Africa / Middle East 153 69 (54.9%) $11,729 $6,061 (48.3%)

Asia-Pacific (ex. Japan) 1,281 832 (35.1%) $56,427 $29,278 (48.1%)

Japan 388 348 (10.3%) $20,457 $17,589 (14.0%)

Global Total 4,714 3,030 (35.7%) $310,355 $145,896 (53.0%)

Robert W. Baird & Co. 4

MAJOR M&A DOWNTURN EXTENDS INTO APRIL

Robert W. Baird & Co. 5

U.S. M&A Activity

# of Deals – Undisclosed # of Deals – Middle-Market # of Deals – >$1B Deal Value ($ in billions)

U.S. Middle-Market M&A Activity

Robert W. Baird & Co. 6

Number of Deals Deal Value

Robert W. Baird & Co. 7

U.S. Middle-Market Median Acquisition Premiums

55.0% 1-Week Premium 4-Week Premium