igc

m&awe make it simple

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igc believes that M&A should be simple.

Simple, so that the client understands what is going onand can be a decisive agent in the process.

Simple, to be honest and transparent.

Simple, for impeccable results.

M&A can be simple.

M&A. We make it simple.

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Cremer acquired 100% of Psimon shares.

Urgo Laboratoiresacquired LM Farma.

Univar acquired 100% of Arinos quotas.

Hexagon acquired 100% of Sisgraph quotas.

Huhtamaki acquired 100% of Prisma Pack quotas.

LDI sold its Cipasa quotas to Prosperitas.

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Auto Sueco acquired 100% of Vocal quotas.

Pueri Domus sold its school chain and educational

system to SEB.

Magnesita sold 100% of MSA quotas to Spread.

AGV Logística acquired 100% of Delta quotas.

HAL Investments acquired 100% of Fotoptica shares.

Klabin Segall acquired 100% of Setin shares.

Company represented by igc during this process

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Vocal Group sold Vocal Motors, a Volvo dealership,

to the Itavema group.

Copag sold 50% of its shares to Carta Mundi.

Dasa made an acquisition of 100% of Cerpe shares.

Progen acquired 80% of R.Peotta quotas.

Newell Rubbermaid acquired 100% of Euroflex quotas.

Dasa has acquired a stake of MD1 group companies by

incorporating shares.

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CBC acquired 100% of Sellier & Bellot quotas.

Dafruta controllers Ebba acquired 100% of Kraft

Foods subsidiary Maguary.

Itavema Group acquired 100% of Curinga Iveco quotas.

Sinimplast acquired 100%of Globalpack.

Farmasa acquired 100% of Barrenne quotas.

Providência sold 100% of Provinil quotas to Aliaxis.

Company represented by igc during this process

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Laço acquired 100% of The Fifties quotas.

CPQ shareholders sold 70% of the company’s shares to

Standard Bank.

Willyfrey Participações,holding company controller of Renar Maçãs, raised capital by

issuing new shares.

A Geradora raised capital by selling minority interests to

GG Investimentos.

One Equity Partners made an investment agreement with AAT.

Procter & Gamble sold its Phytoervas product

line to Nasha.

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IMC acquired 100% of Frango Assado quotas.

Advent International acquired 100% of Viena quotas.

Dafruta raised capital by selling a stake to Avanti.

GP Investments acquired 50% of Farmasa shares.

Fund managed by GTIS carries out a R$ 100,000,000 share acquisition and capital investment agreement.

Even raised capital by selling shares to Spinakker.

Company represented by igc during this process

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Tegma has carried out primary and secondary public

distribution of common shares totaling R$ 603,980,000.

Terco and Ernst & Young joined their operations to form Ernst &

Young Terco.

Hypermarcas and Farmasa (Família Samaja), merged their operations through an exchange of shares.

Dafra Motos and Itaú made a strategic alliance.

Even and Melnick made a joint-venture.

Rossi carried out a joint-venture com a Norcon.

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M&A can be complicated, confusing, complex. Or it can be straight-forward and with transparent discussions. M&A is about figures, analyses and contracts. But it is also about people, feelings and emotions. Our successful deal-making results from a combination of these two worlds.

Polo Moda merged with SP Mega Mix.

Yuny and Econ made a joint-venture with GTIS.

Success in closing the deals

Company represented by igc during this process

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igc builds transparent, genuine relationshipswith its clients.

For us, one deal is not the end of a relationship.

It’s the beginning.

repeatedrelationships

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2 transactions

2 transactions

3 transactions

2 transactions

2 transactions

2 transactions

3 transactions

2 transactions

2 transactions

5 transactions

We are not satisfied with the crucial only

the company

A history of successful transactions, experience in various sectors and neutrality are crucial for an outstanding M&A boutique.

But igc is not satisfied with the crucial.

Our firmest belief is that the M&A moment is one of the most critical in the life of those involved in a deal.

Years of investment, commitment and reputation building must culminate in a perfect negotiation. Nothing less.

It might be the search for an ideal partner, one with whom a strong bond will be built for the future of the business.

Or still, the big moment of leverage, that will award the seller with the highly desired independence.

As such, M&A cannot be complex, cold or merely technical. The seller cannot be a spectator. He should play the lead role.

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leader in • Total or partial sale

• Financial funding through Private Equity

• Acquisitions

• Mergers, Joint-ventures and Strategic Alliances

local andinternational

structure

• Founded in 1997

• The largest M&A boutique in the country

• More than 45 transactions since 2007, with a financial volume of over R$ 8 billion

• A member of IMAP, a global partnership of leading merger & acquisition advisory firms, operating in all major economies of the globe

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differentiatedcompetitive position

Since 1997, we focus on one thing: M&A advisory.

We do not make loans.

We do not make own-capital investments.

We do not offer auditing services.

We do not have conflicts of interest.

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our principlesThere are five basic principles guiding igc actions:

1 It is our expertise, but it is your decision.

2 Total confidentiality outward. Full transparency inward.

3 We are rigorous in our analyses, but casual in our relationship.

4 Creativity and innovation help turn simple what might seem highly complex.

5 Our team is carefully set up to suit your business and you.

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contactsin brazil

This is our team of experts

André [email protected]

André [email protected]

Daniel [email protected]

Daniel Yabe [email protected]

Dimitri Eduardo [email protected]

Felipe Lobo [email protected]

Flávia [email protected]

Guilherme [email protected]

Ludimila [email protected]

Mauro [email protected]

Thiago [email protected]

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igc is the Brazilian partner of IMAP,a world organization focused onmergers and acquisitions involvingcompanies of different nationalities

international execution

IMAP has been among the leaders in the global mergers and acquisitions ranking for the past 5 years. Between 2006 and 2010 a total of 1087 transactions were completed, totaling US$ 46 billion. The team includes more than 800 professionals with wide experience in transactions between companies from different countries.

IMAP offices around the worldGermany | Argentina | Austria | Belgium | Brazil | Bulgaria | Canada | Chile | China | Costa Rica | Croatia | Denmark Spain | USA | Finland | France | Holland | Hungary | India | Ireland | Italy | Japan | Mexico | Norway | Poland | United Kingdom | Czech Republic | Sweden | Switzerland | Turkey

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ranking in brazil2007 - 2010

Mergers & Acquisitions / Number of Transactions(M&A boutiques)

Ranking Advisor Transactions

When it comes to M&A, quantity also means quality

igc leads the M&A Boutique ranking in number of transactions. And even when compared to large banks, it still stands out.

0102030405

igc partners ................................................. NM Rothschild ............................................Estáter ........................................................BR Partners ................................................Brasilpar .....................................................

442320128

igc partners ................................................. NM Rothschild ............................................Estáter ........................................................BR Partners ................................................Brasilpar .....................................................

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Source: these rankings result from a consolidation and selection exercise made by IGC

using data from Thomson and ANBID between 2007 and 2010. IGC does not formally take

part in these rankings, as it does not disclose data on its transactions to any institution

Mergers & Acquisitions / Number of Transactions

Ranking Advisor Transactions

(banks / M&A boutiques)

0102030405060708091010121214151617181920

Credit Suisse ...............................................BTG Pactual ................................................ Santander ....................................................Bradesco BBI ..............................................JP Morgan ...................................................Itaú BBA / Itaú .............................................igc partners .................................................Pátria ...........................................................Citigroup ......................................................BofA Merrill Lynch ........................................Morgan Stanley ...........................................Goldman Sachs ...........................................NM Rothschild .............................................Estáter .........................................................ABN Amro ...................................................BES .............................................................União dos Bancos Brasileiros S/A ...............BR Partners .................................................Rabobank ....................................................Brasilpar ......................................................

605650494847444038262623232018171412108

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full sale | partial sale | private equitywork method

step 01 | diagnostic• Understanding the shareholders’ goals and needs;

• Gaining in-depth knowledge on the company and its industry.

step 02 | company assessment and preparation• Carrying out a financial assessment of the Company, with different scenarios and

using applicable methodologies (e.g., discounted cash flow, analysis of comparable companies and analysis of similar transactions);

• Reviewing the company’s general procedures and, if pertinent, recommending the commissioning of a pre-due diligence to better prepare the company for the sales

process. Determining the need for corporate restructuring services;

• Developing the investment thesis that will be defended during the process.

step 03 | execution plan• Determining the profile of the target companies (strategic and/or financial) and scope

of the process (national or international);

• Defining the process type (restricted process or open process);

• Mapping and selecting potential investors and determining a schedule and strategy for approaching each target (while preserving the client’s identity when necessary).

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step 04 | marketing materials• Preparing confidentiality term, teaser, memorandum of information, management presentation, invitation letter and process schedule.

step 05 | company presentation• Approaching potential investors according to the established execution plan;

• Presenting the company, the investment thesis and the operation, creating a competitive environment when desirable.

step 08 | conclusion and announcement• Once final contracts are signed, overseeing transition down to completion, financial settlements and announcement of the operation.

step 06 | business structuring• Evolving talks with the interested investors and presenting complementary information;

• Negotiating and defining the terms of the operation;

• Coordinating, along with auditors and lawyers, data room preparation and the documents necessary for concluding the transaction.

step 07 | due diligence and juridical supervision• Overseeing management presentation;

• Overseeing the financial / accounting and legal due diligence processes;

• Negotiating other aspects of the transaction, such as: contingency treatment, shareholder agreements, guarantees among others;

• Negotiating final contract terms.

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strategic acquisition | merger | JV | alliancework method

step 01 | execution plan• Understanding the client, his goals and needs;

• Establishing an investment thesis, determining target-company profile and scope of the process;

• Mapping, selecting and prioritizing target-companies;

• Preparing an action schedule and strategy for approaching each target (while preserving the client’s identity when necessary).

step 02 | execution• Approaching target companies according to the execution plan;

• Presenting the intended operation and promoting an attitude of interest;

• Collecting preliminary information for financial evaluation.

step 03 | evaluation and preliminary offer• Carrying out a financial evaluation of the target companies;

• Determining the operation options to be executed according to the value generated for the company;

• Establishing the negotiation strategy with each target company;

• Preparing and presenting a preliminary offer for the target company.

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step 04 | business structuring• Evolving talks with the interested company and promoting a cooperative atmosphere;

• Providing advisory for commissioning auditors and lawyers;

• Negotiating and defining the terms of the operation;

• Preparing the preliminary transaction documents: term sheet, letter of intent and/or memorandum of understanding.

step 05 | due diligence and juridical supervision• Overseeing the financial / accounting and legal due diligence processes;

• Negotiating other aspects of the transaction, such as: contingency treatment, shareholder agreements, guarantees, among others;

• Overseeing corporate and tax structuring;

• Negotiating final contract terms.

step 06 | conclusion and announcement• Once final contracts are signed, overseeing transition down to completion, financial settlements and announcement of the operation.

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Valor Econômico | June 2, 2010.

... As perspectivas positivas para o segmento de locação de máquinas e equipamentos … The positive outlook for the machine and equipment rental business in the country has put rental companies on the radar of private equity funds. Yesterday, GG Investimentos, an investment company which has ex-minister Antonio Kandir as one of its partners has invested R$ 55 million on Geradora Aluguel de Máquinas, a Salvador, BA-based company focused on renting construction equipment. With this investment, GG now owns a little more than 20% of the company, which is getting prepared to make an initial public offering at the BM&FBovespa. “The main goal, but with no set deadline, is to go public”, says Enilson Moreira de Lima, Geradora president and co-founder. According to Lima, the company started getting prepared for the inclusion of a new partner about three years ago, aiming at a management professionalization. We contacted some funds and the proposal which seemed most compatible with our goals was GG’s. Our activity calls for high investments in assets, but more than raising capital, we wanted to professionalize our company”. GG has more than R$ 2 billion under its management and, through its funds, invests in companies such as Providência (open-capital non-woven fabric company), Ediouro (printing and publishing company), Visum (electronics manufacturing), Rapidão Cometa (logistics) and Brasil Foods (food products). …

GG invests R$ 55 million in Geradora

Our deals in the media

Valor Econômico | August 3, 2010.

... Envisaging fast growth in Brazil over the next years, Ernst & Young and Terco joined forces and as of October 1st are operating under the name Ernst & Young Terco. Together, the companies expect to grow more than 20% a year, capitalizing on the opportunities that will arise with the 2014 World Cup, the 2016 Olympics as well as the Pre-salt oil field.Ernst & Young Terco will have 3400 clients and 3500 co-workers across 11 Brazilian cities. The restructuring of the companies’ operations, according to its executives, will not cause any layoffs. “On the contrary, we have 200 new job openings,” points out Menegassi.With the merger, the companies are second in the Bovespa ranking of independent auditors, with 94 open-capital client companies. ...

Ernst & Young and Terco unite to grow 20% a year

IMC buys Frango Assado... International Meal Company (IMC), a holding company created by private equity fund Advent to manage its businesses in the food industry, has just acquired Frango Assado, a chain com-prising 12 restaurants located along São Paulo State highways.The logic behind the deal is that services along Brazilian roads are usually low quality, and with increased traffic, there is a large contingent of consumers whose needs are not being met.Frango Assado is the third chain acquired by IMC in Brazil.In April, 2007, IMC bought RA, owner of brands Brunella and Black Coffee, leaders in the Guarulhos and Congonhas airports in São Paulo.Later on that year, the company acquired the Viena restaurant and café chain, with prominent operations in São Paulo and some presence in Rio de Janeiro. ...

Exame | September 26, 2008.

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Exame | August 30, 2010.

... Diagnósticos da América (Dasa) signed this Sunday (8/30) a memoran-dum of understanding for the acquisition of MD1 Diagnósticos, a holding com-pany comprising clinical analysis and diagnostic imaging laboratories.Dasa’s capital will be increased with the issuance of new shares to MD1 share-holders.The exchange ratio will be based on MD1’s value, which was initially estimated in 26.36% of Dasa’s capital.The celebration of the memorandum occurred on Saturday, the 29th.IGC Partners worked as advisors to Dasa in the transaction and Credit Suisse as advisor (…) to MD1 and its shareholders. ...

Dasa signs agreement to buy MD1 Diagnósticos

Agência Estado | June 3, 2008.

... Consumer goods company Hyper-marcas, who aims to become the “Bra-zilian Unilever”, announced yesterday the purchase of the Laboratório Ameri-cano de Famacoterapia (Farmasa) for approximately R$ 874 million in shares.The acquisition will bring Hypermarcas brands Assolan, Gelol, Zero-Cal and Merthiolate and Farmasa brands Rino-soro and Lisador together under the same company.With the acquisition, Hypermarcas will be the Country’s largest OTC medica-tion company and 7th largest pharma-ceutical laboratory on the Brazilian market.Although there were previous contacts, actual negotiations started about one month ago and ended Sunday night at around 9:00 p.m. ...

Hypermarcas buys Farmasa for R$ 874 million

Clip Imobiliario | May 17, 2011.

... Under the terms of regulation number 358 of January 3, 2002, of the Brazilian Securities Commission ("CVM"), Rossi Residencial S.A. ("Rossi"), one of the major property development and construction companies in Brazil announced that it has signed a memorandum of understanding with Norcon Sociedade Nordestina de Construções S.A. ("Norcon"). The memorandum comprehends: (i) partnerships in enterprises already launched and partially sold, where Rossi will detain up to 80% share and (ii) the creation of a new company named Norcon Rossi, with a 70% share for Rossi and 30% share for Norcon, which will be responsible for new real-estate enterprises with forecasted sales revenues of R$ 2.8 billion up to 2013, through Norcon’s current Land Bank, which totals potential sales of R$ 13 billion. Rossi will be responsible for the financial and operational management of Norton Rossi by using the SAP operating system and incorporating its capital structure and corporate governance into the new company. Norcon, in turn, will contribute with its expertise in the Northeastern region, an excellent-quality Land Bank and skilled labor.Moreover, both companies already work with prefabricated building technology. The creation of Norcon Rossi will take place after the conclusion of the due diligence process. The partnership strengthens Rossi’s strategy of expanding its activities into new regions which show high growth potential while continuing to grow on the markets it already operates in. ...

Rossi forms partnership with Norcon in the Northeast to launch R$ 2.8 billion by 2013

www.igcpartners.com.br+55 11 3815 3533

Av. Brigadeiro Faria Lima 2179, 1°andarSão Paulo SP, Brasil, 01452-000