Global Ma Monthly April 2012

M&A Market Analysis
April 2012
Global M&A Monthly

A Middle-Market Perspective on U.S., Europe, and Asia Mergers & Acquisitions
Global Mergers & Acquisitions Christopher C. McMahon Managing Director Head of Global M&A cmcmahon@rwbaird.com +1.312.609.4983 Howard P. Lanser Managing Director hlanser@rwbaird.com +1.312.609.5478 Brian P. McDonagh Managing Director Co-Head of M&A bmcdonagh@rwbaird.com +1.704.553.6611 J. David Cumberland, CFA Director, M&A Research dcumberland@rwbaird.com +1.312.609.5429 Christopher Harned Managing Director charned@rwbaird.com +1.414.765.3908
European Investment Banking David M. Silver Managing Director Head of European Investment Banking dsilver@rwbaird.com +44.207.667.8216 Nicholas R. Sealy Managing Director Co-Head, European Investment Banking nsealy@rwbaird.com +44.207.667.8370
Asia Investment Banking Anthony Siu Managing Director Head of Asia Investment Banking asiu@rwbaird.com.cn +86.21.6182.0980
Kyle J. Borkowski M&A Market Analyst kborkowski@rwbaird.com +1.312.609.7011
In This Issue

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

Despite generally favorable conditions for global M&A activity, Q1 registered the lowest announced dollar volume in the past 10 quarters. Year to date through March, the global transaction count dropped 5.7%, while dollar volume declined 15.7%.
The pattern of higher deal counts and lower dollar volume persisted in the U.S. M&A market in March. The transaction total of 980 was up 5.5%, marking the ninth consecutive year-over-year increase. However, reported dollar volume declined for the fifth straight month, dropping 43.5% to $49.1 billion, the lowest figure in more than two years.
U.S. M&A Commentary and Deal Statistics .........................................................5
Europe M&A Commentary and Deal Statistics................................................... 10

Europes M&A activity continued to lag in March. The deal total dropped 31.5% to 756. Reported dollar volume of $39.6 billion was 40.2% below the year-ago figure.
Year to date in the U.K., the deal count fell 17.2% to 674, as both domestic and cross-border transactions experienced declines in excess of 10%. Dollar volume tumbled 41.2% to $31.7 billion, partly reflecting a 66.2% drop in outbound volume.
U.K. Cross-Border M&A Activity ........................................................................ 14
Germany Cross-Border M&A Activity ................................................................15

For January through March, M&A activity in Germany declined slightly from last year. The deal count was down 3.4% to 394, and dollar volume slipped 3.7% to $15.8 billion.
Asia Commentary and Deal Statistics ............................................................... 16

M&A metrics in Asia (ex. Japan) softened during March after firming in February. The number of deals contracted 16.1% to 460. Reported dollar volume declined 9.4% to $19.2 billion.
China M&A Activity and Deal Statistics ............................................................. 17

Through the first three months of the year, the deal count in China contracted 21.3% to 532, as domestic, inbound, and outbound transactions all experienced decreases. Dollar volume slid 26.3% to $25.7 billion.
India M&A Activity and Deal Statistics ............................................................. 19

M&A activity was mixed in India through the first three months of the year. The deal count was down 3.9% to 221, despite a 25.0% increase in domestic transactions. Dollar volume rose 31.0% to $10.1 billion.
Japan M&A Activity .......................................................................................... 21

During the first quarter of 2012, the deal count in Japan climbed 21.8% to 733, with strong gains in both domestic and cross-border transactions. Dollar volume jumped 23.6% to $30.9 billion, led by outbound volume growth of over 40%.
Economic Commentary ..................................................................................... 22

Economic fundamentals are bearish. Better-than-expected economic data provided a boost to stocks in the fourth quarter of 2011 and early in 2012, but that tailwind appears to have diminished. The economic surprise index for the U.S. economy has fallen back to where it was in October of last year, as recent data releases have failed to surpass expectations.
The Baird CDS Index increased for the first time this year in March, gaining 41.4 points to 781.8 up 5.6% from 740.3 on February 29, 2012 and above the last 12 month average of 743.9. However, the index has come down over 25% from its near-term peak of 1,069.6 in September 2011.
Restructuring News.......................................................................................... 24
Transaction Spotlight Sale of Kforce Clinical Research, Inc. to inVentiv Health, Inc. ...................................................................................................... 25
Kforce Inc. (NASDAQ-GS: KFRC) completed the sale of its wholly owned subsidiary, Kforce Clinical Research, Inc. (KCR), to inVentiv Health, Inc.
Recent Baird M&A Transactions ....................................................................... 26

A summary of Bairds recently announced M&A Transactions.
Baird U.S. Equity Research Coverage ............................................................... 28

In March, Baird added 1 company to coverage and now covers 665 companies. These companies have a median and average market capitalization of $2.4 billion and $9.7 billion, respectively.
Investment Banking Contact List ..................................................................... 32
Please refer to Appendix Disclaimers and Other Disclosures on page 33.
Global M&A Commentary

Despite generally favorable conditions for global M&A activity, Q1 registered the lowest announced dollar volume in the past 10 quarters. Year to date through March, the global transaction count dropped 5.7%, while dollar volume declined 15.7%. In the middle market, the transaction total decreased 14.7% in the first three months of 2012, and dollar volume was 20.0% below the year-ago level. During March, the deal count declined 11.8% to 2,537, below the last 12 month (LTM) average of 2,734. Reported dollar volume fell 26.1% to $120.1 billion, which trailed the LTM average by 22.6%. In the middle market, the number of transactions contracted 17.7%, and dollar value was down 30.3%. Global economic data has established an upward trend in recent months. The global all-industry purchasing managers index (PMI) for February and March posted the highest rates of growth in the past year, as increased expansion in the U.S. and Japan outweighed mild contraction in the euro zone. Moreover, the composite leading indicator of the Organisation of Economic Co-operation and Development (OECD) reached its highest value in nine months. In a separate quarterly update, the OECD noted a firming but fragile economic recovery while recommending an extended period of supportive monetary policy, which is seen as particularly essential to mitigating challenging conditions in Europe. Stronger results in the global M&A market likely depend on evidence that the economic rebound is broadening. The lending markets remained robust through March. Worldwide corporate bond sales set a quarterly record in Q1. Within the high yield segment, issuance during Q1 was more than triple the quarterly average for the second half of 2011. Inflows into high yield funds were very strong over the past four months, as investors have aggressively pursued yield. The high yield market is also expected to feature global default rates well below the historical average through at least 2013. In the leveraged loan market, new issue supply reached a 12-month high in March, helped by fund flows turning positive after net negative flows in each of the preceding seven months. If the effects of Europes sovereign debt crisis are contained, the high yield and leveraged loan markets should continue to support M&A financings. The global equity markets were mixed in March. For the five major indices depicted below, the median change was an increase of 0.2%. Stellar performance in the first quarter, when this group posted an average gain of 12.8%, served as a catalyst for a busy equity offering calendar, resulting in incremental capital available for M&A. Declines in private equity activity during Q1 were consistent with overall M&A market contraction. On a global basis, the number of announced deals with financial buyers fell 15.6% from the Q1 2011 level, while reported dollar volume dropped 18.8%. Both metrics represented the lowest quarterly totals in two years. The balance of 2012 should represent a more active period for financial sponsors in view of accessible credit markets, substantial committed capital, aging portfolio holdings, and potential tax increases after year-end.
Note: See pages 5, 10, and 16 for specific U.S., Europe, and Asia commentary
Relative Performance of Global Market Indices

120% 110% 100% 90% 80% 70% 60% 1/1/11
_____________________ Source: Capital IQ.
S&P 500
FTSE 100
DAX
Hang Seng
Nikkei 225 12.0% 0.5% (1.4%) (2.2%) (10.8%)
2/26/11
4/24/11
6/20/11
8/16/11
10/12/11
12/8/11
2/3/12
3/31/12
Robert W. Baird & Co.
Global M&A Activity

Global M&A Activity
# of Deals Undisclosed 40,000 30,000 28,579 19,857 18,353 20,861 24,379 # of Deals Middle-Market 32,678 # of Deals >$1B 33,280 Deal Value ($ in billions) $4,000 $3,000
30,002 25,779
30,385
Deal Value
# of Deals
20,000 10,000 0
$2,000 8,302 7,832 $1,000 $0
2002 Total # of Deals >$1B # of Deals Middle-Market # of Deals Undisclosed Deal Value 19,857 179 8,997 10,681 $1,016
2003 18,353 189 8,954 9,210 $1,152
2004 20,861 287 10,227 10,347 $1,666
2005 24,379 376 11,999 12,004 $2,345
2006 28,579 503 13,267 14,809 $3,100
2007 32,678 615 14,663 17,400 $3,383
2008 30,002 321 13,367 16,314 $2,003
2009 25,779 239 11,265 14,275 $1,582
2010 30,385 385 14,161 15,839 $2,050
2011 33,280 337 14,005 18,938 $1,939
3/11 YTD 8,302 88 3,435 4,779 $482
3/12 YTD 7,832 82 2,930 4,820 $406
_____________________ 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. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
Global Middle-Market M&A Activity

# of Transactions <$100M 15,000 # of Transactions $100M $499M 13,267 14,663 # of Transactions $500M $1B 13,367 11,265 $1,000 $500 $0 14,161 14,005 Deal Value ($ in billions) $1,500
11,999 8,997 8,954 10,227
# of Deals
10,000 5,000 0
Deal Value
3,435
2,930
2002 # of Transactions Middle-Market # of Transactions $500M $1B 8,997 194
2003 8,954 204 1,212 7,538 $540
2004 10,227 289 1,536 8,402 $702
2005 11,999 315 1,855 9,829 $822
2006 13,267 448 2,149 10,670 $1,004
2007 14,663 539 2,403 11,721 $1,146
2008 13,367 304 1,693 11,370 $778
2009 11,265 220 1,245 9,800 $572
2010 14,161 344 1,719 12,098 $800
2011 14,005 356 1,913 11,736 $875
3/11 YTD 3,435 98 426 2,911 $212
3/12 YTD 2,930 71 371 2,488 $170
# of Transactions $100M $499M 1,077 # of Transactions <$100M 7,726 Deal Value $500
Global M&A Deal Statistics

($ in millions)
Number of Deals March

2011 2012 1,123 980 112 756 227 103 76 460 216 70 274 2,537 % Change 0.4% 5.5% 16.7% (31.5%) (23.3%) (29.9%) (15.6%) (16.1%) (19.1%) (23.1%) 28.6% (11.8%) 1,118 929 96 1,104 296 147 90 548 267 91 213 2,877
Deal Value March

2011 $93,432 $86,930 $4,368 $66,275 $22,711 $10,370 $2,450 $21,168 $10,615 $2,008 $9,796 $162,595 2012 $69,340 $49,108 $8,603 $39,613 $17,021 $1,623 $3,304 $19,182 $9,966 $1,455 $12,796 $120,087 % Change (25.8%) (43.5%) 97.0% (40.2%) (25.1%) (84.3%) 34.9% (9.4%) (6.1%) (27.6%) 30.6% (26.1%)
North America U.S. Central / South America Europe U.K. Germany Africa / Middle East Asia-Pacific (ex. Japan) China India Japan Global Total
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Global Total will not equal the sum of the individual regions listed above, as cross-border transactions are reflected in both the targets and acquirors respective regions. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
($ in millions)
Number of Deals YTD

2011 2012 3,668 3,220 336 2,424 674 394 236 1,230 532 221 733 7,832 % Change 9.3% 15.1% 15.5% (24.0%) (17.2%) (3.4%) (10.9%) (12.3%) (21.3%) (3.9%) 21.8% (5.7%) 2011 3,355 2,798 291 3,188 814 408 265 1,402 676 230 602 8,302
Deal Value YTD

2012 $196,828 $162,390 $19,968 $168,509 $31,700 $15,811 $13,174 $56,483 $25,701 $10,064 $30,861 $406,131 % Change (30.7%) (39.4%) 5.3% 6.0% (41.2%) (3.7%) (34.0%) (13.1%) (26.3%) 31.0% 23.6% (15.7%) $284,185 $268,155 $18,966 $158,898 $53,931 $16,417 $19,970 $64,976 $34,864 $7,681 $24,960 $481,897
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD as of March 31. Note: Global Total will not equal the sum of the individual regions listed above, as cross-border transactions are reflected in both the targets and acquirors respective regions. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
Global Middle-Market M&A Deal Statistics

($ in millions)
Number of Deals March

2011 2012 392 313 41 225 95 22 40 316 179 27 108 1,038 % Change (22.1%) (19.7%) (18.0%) (26.7%) (19.5%) 0.0% 8.1% (12.7%) (14.4%) (42.6%) 6.9% (17.7%) 503 390 50 307 118 22 37 362 209 47 101 1,262
Deal Value March

2011 $39,753 $34,607 $4,368 $30,131 $11,761 $1,117 $2,450 $17,727 $9,573 $2,008 $6,134 $85,612 2012 $27,833 $22,027 $3,181 $16,428 $8,120 $1,623 $2,206 $14,236 $8,835 $452 $6,804 $59,650 % Change (30.0%) (36.4%) (27.2%) (45.5%) (31.0%) 45.4% (10.0%) (19.7%) (7.7%) (77.5%) 10.9% (30.3%)
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Global Total will not equal the sum of the individual regions listed above, as cross-border transactions are reflected in both the targets and acquirors respective regions. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
($ in millions)
Number of Deals YTD

2011 2012 1,228 972 132 637 241 69 109 796 422 96 257 2,930 % Change (16.3%) (14.8%) 7.3% (21.7%) (15.7%) 6.2% 13.5% (11.4%) (18.4%) (12.7%) (14.9%) (14.7%) 2011 1,468 1,141 123 814 286 65 96 898 517 110 302 3,435
Deal Value YTD

2012 $80,404 $66,596 $11,039 $47,010 $16,312 $7,926 $7,699 $35,174 $20,276 $2,508 $14,332 $169,717 % Change (21.9%) (25.4%) 30.6% (33.1%) (34.7%) 84.5% 38.3% (17.8%) (17.8%) (51.8%) (16.3%) (20.0%) $102,976 $89,303 $8,454 $70,258 $24,987 $4,297 $5,567 $42,798 $24,652 $5,207 $17,124 $212,134
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD as of March 31. Note: Global Total will not equal the sum of the individual regions listed above, as cross-border transactions are reflected in both the targets and acquirors respective regions. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
U.S. M&A Commentary

MARCH DOLLAR VOLUME AT 26-MONTH LOW
The pattern of higher deal counts and lower dollar volume persisted in the U.S. M&A market in March. The transaction total of 980 was up 5.5%, marking the ninth consecutive year-over-year increase. However, reported dollar volume declined for the fifth straight month, dropping 43.5% to $49.1 billion, the lowest figure in more than two years. In the U.S. middle market, the deal count was down 19.7%, while dollar value sank 36.4%. Recent data points for the U.S. economy continued to suggest a moderate growth backdrop that appears well suited for deal-making. March capped off the best quarter for the Institute for Supply Management (ISM) manufacturing index since Q2 2011, while the ISM services index reached a four-quarter high in Q1. After a series of positive updates, the latest labor market news was mixed, with March witnessing a five-month low in payroll additions, while jobless claims established four-year lows for several weeks before an uptick in early April. Regarding the outlook, the quarterly Business Roundtable CEO survey conducted in March revealed meaningful increases in sales expectations, capital spending plans, and hiring intentions for the next six months. Although the substantial rise in gas prices could dampen economic gains, forecasts for the balance of 2012 continue to call for expansion of about 2%, which would represent the type of low-growth scenario that motivates corporate boards to pursue M&A. The U.S. credit markets maintained a red-hot start to the year in March. Issuance in the high yield market reached an all-time in Q1, when volume was more than 50% above the quarterly mean during 20102011, the two best years on record. Issuance was powered by impressive high yield fund inflows, which averaged in excess of $1 billion during the first quarter. The picture also brightened in the leveraged loan market, where March experienced the highest new issue supply in a year, bringing the first-quarter total above the combined supply for the second half of 2011. Loan fund flows were positive in each week of March, with the four-week average exceeding $100 million for the first time in eight months. With central banks seemingly committed to low interest rate policies, these asset classes should remain an accessible source of capital for deal activity. The U.S. equity market extended its rally in March, when the S&P 500 increased 3.1%. The 12.0% gain for January-March represented the best first quarter of the year since 1998. Aided by higher valuations, Q1 was the most active quarter for IPOs in the U.S. since 2007. In addition, follow-on pricing discounts contracted significantly in recent months, facilitating capital-raising activity for issuers. U.S. M&A Activity For the fifth consecutive month, dollar volume contracted despite an increase in the deal count. The number of announced transactions was up year-over-year for the ninth straight month, rising 5.5% to 980, slightly below the last 12 month (LTM) average of 1,012. Dollar volume plunged 43.5% to $49.1 billion, below the LTM average of $74.6 billion and the second-lowest figure since January 2010. On a year-to-date basis, the deal count rose 15.1% to 3,220. The number of announced transactions represented the highest quarterly figure since Q2 2000. Dollar volume fell 39.4% to $162.4 billion, the lowest total since Q3 2009. For the LTM period, the deal count was up 10.0% to 12,140, marking the third-highest figure on record over a 12-month period. Dollar volume dipped 10.1% to $895.3 billion.
U.S. Middle-Market Activity Comparisons were negative for the third straight month in the U.S. middle market. The deal count contracted 19.7% to 313, below the LTM average of 364 and the 13th year-over-year decrease in the past 16 months. Dollar volume fell 36.4% to $22.0 billion, below the LTM average of $27.0 billion and the ninth straight monthly decline. From January through March, the number of announced transactions slid 14.8% to 972. The quarterly figure was the second-lowest count since Q4 2009. Dollar volume dropped 25.4% to $66.6 billion, marking the lowest level in the past eight quarters. Valuations for the U.S. middle market have contracted recently. The median EBITDA transaction multiple for the LTM period ended in March declined to 8.7x from 9.2x in 2011. The median multiple over the last six months was 7.6x, compared to 9.3x in the prior six months.
U.S. M&A Activity

U.S. M&A Activity
# of Deals Undisclosed 12,000 9,000 7,847 7,811 8,875 8,924 # of Deals Middle-Market 11,118 11,719 9,554 7,910 $1,500 # of Deals >$1B 11,072 11,718 Deal Value ($ in billions) $2,000
Deal Value
# of Deals
6,000 3,000 0 2002 2003 7,811 89 3,691 4,031 $598 2004 8,875 154 3,960 4,761 $866 2005 8,924 181 3,852 4,891 $1,160 2006 11,118 235 3,866 7,017 $1,460 2007 11,719 292 3,630 7,797 $1,496 2008 9,554 115 3,600 5,839 $778 2009 7,910 92 3,309 4,509 $763 2010 11,072 178 5,364 5,530 $946 2011 11,718 161 4,531 7,026 $1,001 2,798 3,220
$1,000 $500 3/12 YTD 3,220 39 972 2,209 $162 $0
Total # of Deals >$1B # of Deals Middle-Market # of Deals Undisclosed Deal Value
7,847 70 3,403 4,374 $475
3/11 YTD 2,798 42 1,141 1,615 $268
U.S. Middle-Market M&A Activity

# of Transactions <$100M 6,000 # of Transactions $100M $499M # of Transactions $500M $1B 5,364 4,531 3,691 3,960 3,852 3,866 3,630 3,600 Deal Value ($ in billions) $600 $400 $200 $0
# of Deals
4,000 2,000 0
Deal Value
3,403
3,309 1,141
972 3/12 YTD 972 30 149 793 $67
2002 # of Transactions Middle-Market # of Transactions $500M $1B # of Transactions $100M $499M # of Transactions <$100M Deal Value 3,403 99 535 2,769 $243
2003 3,691 106 620 2,965 $270
2004 3,960 134 783 3,043 $338
2005 3,852 144 797 2,911 $351
2006 3,866 178 866 2,822 $401
2007 3,630 229 850 2,551 $423
2008 3,600 120 601 2,879 $279
2009 3,309 78 431 2,800 $195
2010 5,364 174 683 4,507 $340
2011 4,531 153 764 3,614 $347
3/11 YTD 1,141 47 176 918 $89
U.S. Middle-Market M&A Deal Statistics

Number of Deals
2011 March <$100M $100M-$499M $500M-$1B Total Middle-Market LTM Monthly Average >$1B Undisclosed Total LTM Monthly Average YTD <$100M $100M-$499M $500M-$1B Total Middle-Market >$1B Undisclosed Total LTM <$100M $100M-$499M $500M-$1B Total Middle-Market >$1B Undisclosed Total 307 64 19 390 436 15 524 929 920 918 176 47 1,141 42 1,615 2,798 4,321 719 194 5,234 187 5,615 11,036 254 49 10 313 364 12 655 980 1,012 793 149 30 972 39 2,209 3,220 3,489 737 136 4,362 158 7,620 12,140 (17.3%) (23.4%) (47.4%) (19.7%) (16.7%) (20.0%) 25.0% 5.5% 10.0% (13.6%) (15.3%) (36.2%) (14.8%) (7.1%) 36.8% 15.1% (19.3%) 2.5% (29.9%) (16.7%) (15.5%) 35.7% 10.0% 2012 % Change ($ in millions) March <$100M $100M-$499M $500M-$1B Total Middle-Market LTM Monthly Average >$1B Undisclosed Total LTM Monthly Average YTD <$100M $100M-$499M $500M-$1B Total Middle-Market >$1B Undisclosed Total LTM <$100M $100M-$499M $500M-$1B Total Middle-Market >$1B Undisclosed Total $5,500 $16,012 $13,095 $34,607 $30,266 $52,323 ** $86,930 $83,009 $16,452 $39,689 $33,162 $89,303 $178,852 ** $268,155 $68,891 $159,103 $135,197 $363,191 $632,912 ** $996,103 $5,176 $10,297 $6,554 $22,027 $27,023 $27,081 ** $49,108 $74,611 $15,139 $31,326 $20,131 $66,596 $95,794 ** $162,390 $67,129 $165,337 $91,812 $324,279 $571,049 ** $895,328 (5.9%) (35.7%) (49.9%) (36.4%) (10.7%) (48.2%) ** (43.5%) (10.1%) (8.0%) (21.1%) (39.3%) (25.4%) (46.4%) ** (39.4%) (2.6%) 3.9% (32.1%) (10.7%) (9.8%) ** (10.1%)
Deal Value
2011 2012 % Change
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD and LTM as of March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
U.S. Middle-Market Enterprise Value to Median EBITDA, EBIT, and Revenue Multiples
Transaction Size EV/EBITDA <$100M $100M-$499M $500M-$1B Middle-Market EV/EBIT <$100M $100M-$499M $500M-$1B Middle-Market EV/Revenue <$100M $100M-$499M $500M-$1B Middle-Market 2002 7.0x 7.7x 8.4x 7.3x 9.5x 11.2x 12.2x 10.7x 0.69x 1.09x 1.27x 0.80x 2003 6.8x 8.2x 9.6x 7.5x 8.9x 11.0x 12.9x 10.8x 0.76x 1.06x 1.42x 0.88x 2004 7.6x 9.0x 10.3x 8.6x 9.6x 11.7x 14.0x 11.2x 0.95x 1.34x 1.33x 1.11x 2005 9.2x 9.9x 10.1x 9.7x 10.8x 13.5x 13.8x 12.4x 0.95x 1.31x 1.55x 1.10x 2006 8.1x 9.2x 12.0x 9.2x 10.0x 13.3x 17.0x 12.5x 0.96x 1.24x 1.69x 1.08x 2007 8.5x 11.2x 10.8x 9.9x 10.8x 14.5x 16.1x 12.8x 0.92x 1.27x 1.51x 1.01x 2008 7.8x 11.1x 10.6x 9.5x 10.1x 13.7x 13.7x 11.6x 0.91x 1.30x 1.42x 1.00x 2009 7.0x 8.1x 7.8x 7.6x 7.8x 11.0x 13.6x 9.7x 0.80x 1.22x 1.46x 0.90x 2010 7.0x 10.1x 9.0x 8.6x 10.3x 12.2x 13.4x 11.3x 0.94x 1.24x 1.56x 1.07x 2011 8.3x 9.3x 9.9x 9.2x 11.3x 12.8x 12.9x 12.1x 1.00x 1.39x 1.94x 1.14x LTM 2012 6.9x 9.2x 10.3x 8.7x 10.8x 13.1x 12.9x 12.1x 0.95x 1.34x 2.19x 1.10x
_____________________ Source: Capital IQ 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 March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
U.S. Middle-Market M&A Deal Statistics

U.S. Middle-Market Median Acquisition Premiums
45.0% 40.0% 35.0% 30.0% 25.0% 20.0% 15.0% 1-Week Premium 4-Week Premium 2002 31.6% 35.3% 2003 30.3% 33.6% 2004 23.4% 28.3% 2005 24.7% 31.9% 2006 25.0% 28.3% 2007 23.8% 26.2% 2008 30.6% 31.5% 2009 36.4% 35.4% 2010 32.9% 36.3% 2011 34.1% 33.9% LTM 2012 35.9% 34.8% 1-Week Premium 4-Week Premium
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. LTM as of March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
U.S. Middle-Market Transaction Composition Strategic vs. Sponsor Deal Value

Strategic 100.0% 80.0% 60.0% 40.0% 20.0% 0.0% Sponsor Strategic 2002 24.6% 75.4% 2003 27.3% 72.7% 2004 31.9% 68.1% 2005 32.4% 67.6% 2006 31.1% 68.9% 2007 31.7% 68.3% 2008 29.3% 70.7% 2009 28.7% 71.3% 2010 30.7% 69.3% 2011 26.0% 74.0% 3/11 YTD 26.7% 73.3% 3/12 YTD 21.3% 78.7% Sponsor
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
% of Deal Value
U.S. Middle-Market M&A Payment Method by Number of Deals

Cash 100.0% 80.0% Stock Cash/Stock
% of Deals
60.0% 40.0% 20.0% 0.0% 2002 7.4% 12.2% 80.4% 2003 6.9% 9.0% 84.1% 2004 8.5% 6.9% 84.6% 2005 7.6% 6.6% 85.8% 2006 5.4% 4.5% 90.1% 2007 7.5% 4.5% 88.0% 2008 5.0% 4.8% 90.2% 2009 3.7% 5.4% 90.9% 2010 2.8% 3.3% 93.9% 2011 4.9% 3.7% 91.4% 3/11 YTD 4.4% 4.9% 90.7% 3/12 YTD 4.2% 4.4% 91.4%
Cash/Stock Stock Cash
U.S. Cross-Border M&A Activity

U.S. Inbound and Outbound M&A Activity
Inbound M&A 2,000 1,500 1,422 1,530 1,245 765 860 575 500 0 Inbound M&A Outbound M&A Inbound Deal Value Outbound Deal Value 1,019 1,0181,044 776 765 1,295 1,284 916 1,045 1,502 1,559 1,142 1,311 1,317 Outbound M&A Inbound Deal Value Outbound Deal Value 1,874
($ in billions)
$375 $300
1,768
Deal Value
# of Deals
$225 $150 $75
1,000
2002 765 860 $70 $55
2003 575 776 $54 $72
2004 765 1,019 $88 $82
2005 1,018 1,044 $120 $99
2006 1,245 1,295 $197 $109
2007 1,422 1,530 $327 $177
2008 1,284 1,502 $178 $95
2009 916 1,045 $83 $81
2010 1,142 1,559 $190 $116
2011 1,311 1,874 $140 $161
3/12 LTM 1,317 1,768 $139 $133
$0
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Inbound M&A represents U.S. target/non-U.S. acquiror; Outbound M&A represents non-U.S. target/U.S. acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
Top 10 U.S. Target Industries Acquired by Non-U.S. Companies YTD

Industry 1. Computers & Electronics 2. Professional Services 3. Healthcare 4. Mining 5. Oil & Gas 6. Chemicals 7. Utility & Energy 8. Transportation 9. Finance 10. Consumer Products # of Deals 58 42 35 30 17 15 15 13 11 10
Top 10 Non-U.S. Acquirors of U.S. Targets YTD

Country 1. Canada 2. United Kingdom 3. Japan 4. France 5. Germany 6. China 7. Australia 8. Switzerland 9. India 10. Hong Kong # of Deals 100 38 34 24 24 12 11 9 8 6
Top 10 Non-U.S. Target Industries Acquired by U.S. Companies YTD

Industry 1. Computers & Electronics 2. Professional Services 3. Healthcare 4. Oil & Gas 5. Machinery 6. Mining 7. Real Estate/Property 8. Consumer Products 9. Telecommunications 10. Finance # of Deals 90 62 29 17 16 16 16 16 15 14
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD as of March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
Europe M&A Commentary

Europes M&A activity continued to lag in March. The deal total dropped 31.5% to 756. Reported dollar volume of $39.6 billion was 40.2% below the year-ago figure. In Europes middle market, the number of deals contracted 26.7%, while dollar value plunged 45.5%. In the first three months of the year, the number of M&A transactions in Europe was down 24.0%. Although announced dollar volume rose 6.0%, the pending Glencore/Xstrata deal accounted for almost 30% of the $168.5 billion quarterly total. Year to date in Europes middle market, the deal count decreased 21.7%, and dollar volume declined 33.1%. The apparent return of recessionary conditions represents a drag on M&A in Europe. The composite PMI for euro zone activity in March indicated slight contraction for the second consecutive month, reflecting lower output in the manufacturing and services sectors. The Economic Sentiment Indicator of the European Union weakened in March after rare moves upward in January and February. The unemployment rate in the euro zone reached a 15-year high during the first quarter, with austerity measures dampening public sector employment as well as programs affected by government spending cuts. Concerns about the sovereign debt situation abated as Q1 closed, helped by an agreement among euro zone finance ministers to increase the size of the bailout fund available to address future shortfalls. However, the recent spike in borrowing costs for Italy and Spain reignited market anxieties. Greater confidence in the economic outlook and the financial system is required for a rebound in Europes M&A market. In Europes middle market, the median EBITDA transaction multiple increased from 8.0x in 2011 to 8.1x for the LTM period ended in March. However, the median EBITDA multiple over the past six months was 7.7x, down from a median figure of 8.4x for the preceding six months. Year to date in the U.K., the deal count fell 17.2% to 674, as both domestic and cross-border transactions experienced declines in excess of 10%. Dollar volume tumbled 41.2% to $31.7 billion, partly reflecting a 66.2% drop in outbound volume. Through the first quarter of the year, the number of announced transactions in the U.K. middle market decreased 15.7% to 241. Dollar volume contracted 34.7% to $16.3 billion. For January through March, M&A activity in Germany declined slightly from last year. The deal count was down 3.4% to 394, and dollar volume slipped 3.7% to $15.8 billion. While domestic and inbound activity was weak, outbound deal count and dollar volume jumped 27.7% and 100.3%, respectively. Year to date in Germanys middle market, the number of announced transactions rose 6.2% to 69. Dollar volume climbed 84.5% to $7.9 billion.
Europe M&A Activity

# of Deals Undisclosed 15,000 9,776 8,566 7,302 8,051 $1,000 3,188 2,424 $500 $0 10,662 12,106 11,894 10,286 12,269 10,863 $1,500 # of Deals Middle-Market # of Deals >$1B Deal Value
($ in billions)
$2,000
# of Deals
10,000
Deal Value
5,000
0 2002 Total # of Deals >$1B # of Deals Middle-Market # of Deals Undisclosed Deal Value 8,566 100 3,478 4,988 $477 2003 7,302 87 3,108 4,107 $439 2004 8,051 104 3,484 4,463 $617 2005 9,776 175 4,177 5,424 $953 2006 10,662 204 4,564 5,894 $1,334 2007 12,106 282 4,733 7,091 $1,630 2008 11,894 173 3,965 7,756 $976 2009 10,286 91 2,856 7,339 $479 2010 10,863 143 3,135 7,585 $709 2011 12,269 129 3,467 8,673 $626
3/11 YTD 3,188 36 814 2,338 $159
3/12 YTD 2,424 28 637 1,759 $169
10
Europe Middle-Market M&A Deal Statistics

Number of Deals
2011 March <$100M $100M-$499M $500M-$1B Total Middle-Market LTM Monthly Average >$1B Undisclosed Total LTM Monthly Average YTD <$100M $100M-$499M $500M-$1B Total Middle-Market >$1B Undisclosed Total LTM <$100M $100M-$499M $500M-$1B Total Middle-Market >$1B Undisclosed Total 2,532 557 129 3,218 150 7,950 11,318 2,578 591 121 3,290 121 8,094 11,505 1.8% 6.1% (6.2%) 2.2% (19.3%) 1.8% 1.7% 645 128 41 814 36 2,338 3,188 516 99 22 637 28 1,759 2,424 (20.0%) (22.7%) (46.3%) (21.7%) (22.2%) (24.8%) (24.0%) 233 55 19 307 268 16 781 1,104 943 183 33 9 225 274 6 525 756 959 (21.5%) (40.0%) (52.6%) (26.7%) 2.2% (62.5%) (32.8%) (31.5%) 1.7% 2012 % Change ($ in millions) March <$100M $100M-$499M $500M-$1B Total Middle-Market LTM Monthly Average >$1B Undisclosed Total LTM Monthly Average YTD <$100M $100M-$499M $500M-$1B Total Middle-Market >$1B Undisclosed Total LTM <$100M $100M-$499M $500M-$1B Total Middle-Market >$1B Undisclosed Total $53,224 $124,282 $89,870 $267,375 $439,938 ** $707,314 $50,465 $137,908 $83,934 $272,307 $362,973 ** $635,280 (5.2%) 11.0% (6.6%) 1.8% (17.5%) ** (10.2%) $14,211 $27,435 $28,611 $70,258 $88,641 ** $158,898 $9,226 $23,507 $14,277 $47,010 $121,499 ** $168,509 (35.1%) (14.3%) (50.1%) (33.1%) 37.1% ** 6.0% $5,633 $11,088 $13,409 $30,131 $22,281 $36,144 ** $66,275 $58,943 $2,844 $7,642 $5,942 $16,428 $22,692 $23,186 ** $39,613 $52,940 (49.5%) (31.1%) (55.7%) (45.5%) 1.8% (35.9%) ** (40.2%) (10.2%)
Deal Value
2011 2012 % Change
Europe Middle-Market Enterprise Value to Median EBITDA, EBIT, and Revenue Multiples
Transaction Size EV/EBITDA <$100M $100M-$499M $500M-$1B Middle-Market EV/EBIT <$100M $100M-$499M $500M-$1B Middle-Market EV/Revenue <$100M $100M-$499M $500M-$1B Middle-Market 2002 5.7x 7.2x 7.9x 6.8x 9.1x 10.8x 13.0x 10.3x 0.59x 1.04x 0.57x 0.66x 2003 5.5x 6.3x 8.7x 6.3x 8.3x 9.7x 11.4x 9.2x 0.63x 0.95x 1.43x 0.71x 2004 7.0x 7.7x 9.7x 7.6x 9.4x 11.2x 12.2x 10.4x 0.84x 1.11x 1.44x 0.89x 2005 7.4x 10.0x 10.2x 8.5x 9.2x 13.4x 15.6x 11.6x 0.74x 1.18x 1.29x 0.89x 2006 7.4x 10.0x 10.2x 8.8x 8.5x 13.8x 15.1x 10.7x 0.81x 1.29x 1.74x 0.92x 2007 8.2x 11.0x 10.8x 9.5x 9.2x 13.5x 12.4x 10.9x 0.78x 1.32x 1.37x 0.87x 2008 6.8x 9.6x 9.6x 7.8x 8.1x 11.1x 12.4x 9.3x 0.78x 1.12x 1.63x 0.86x 2009 6.2x 7.7x 11.2x 7.4x 7.6x 10.2x 15.7x 9.1x 0.63x 0.92x 1.68x 0.69x 2010 6.6x 8.1x 8.9x 7.5x 7.4x 10.6x 12.8x 8.6x 0.71x 1.09x 1.43x 0.82x 2011 7.3x 8.7x 9.5x 8.0x 9.0x 11.5x 13.3x 10.8x 0.74x 1.21x 1.44x 0.85x LTM 2012 7.3x 9.2x 10.4x 8.1x 9.0x 11.7x 13.3x 10.7x 0.76x 1.22x 1.84x 0.90x
_____________________ Source: Capital IQ 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 March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
11
Europe Middle-Market M&A Deal Statistics

Europe Middle-Market Median Acquisition Premiums
40.0% 35.0% 30.0% 25.0% 20.0% 15.0% 10.0% 1-Week Premium 4-Week Premium 2002 23.6% 28.7% 2003 18.2% 25.0% 2004 17.7% 21.9% 2005 18.4% 23.5% 2006 15.9% 21.4% 2007 23.1% 27.6% 2008 31.2% 33.3% 2009 23.7% 30.9% 2010 27.4% 30.5% 2011 30.5% 33.3% LTM 2012 31.8% 36.5% 1-Week Premium 4-Week Premium
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. LTM as of March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
Europe Middle-Market Transaction Composition Strategic vs. Sponsor Deal Value

Strategic 100.0% 80.0% 60.0% 40.0% 20.0% 0.0% Sponsor Strategic 2002 22.5% 77.5% 2003 27.4% 72.6% 2004 34.9% 65.1% 2005 30.6% 69.4% 2006 24.9% 75.1% 2007 25.8% 74.2% 2008 23.9% 76.1% 2009 20.8% 79.2% 2010 28.5% 71.5% 2011 27.1% 72.9% 3/11 YTD 26.1% 73.9% 3/12 YTD 20.1% 79.9% Sponsor
% of Deal Value
Europe Middle-Market M&A Payment Method by Number of Deals

Cash 100.0% 80.0% Stock Cash/Stock
% of Deals
60.0% 40.0% 20.0% 0.0% 2002 4.1% 4.9% 91.0% 2003 2.7% 4.7% 92.6% 2004 4.9% 4.5% 90.6% 2005 4.7% 4.3% 90.9% 2006 3.9% 3.8% 92.3% 2007 4.7% 3.3% 92.0% 2008 3.6% 3.1% 93.4% 2009 3.3% 5.6% 91.1% 2010 3.6% 4.9% 91.5% 2011 3.1% 3.8% 93.1% 3/11 YTD 2.7% 4.6% 92.7% 3/12 YTD 3.1% 3.1% 93.8%
Cash/Stock Stock Cash
12
Europe Cross-Border M&A Activity

Europe Inbound and Outbound M&A
Inbound M&A 1,500 1,139 1,073 Outbound M&A Inbound Deal Value 1,327 1,194 Outbound Deal Value 1,369 1,157 836 826 985 1,223 ($ in billions) $400 $300
1,147
1,245
1,288 1,218
# of Deals
1,000 717 500 754 618 542 777 729
896 929
Deal Value
$200 $100 $0
0 Inbound M&A Outbound M&A Inbound Deal Value Outbound Deal Value
2002 717 754 $57 $70
2003 618 542 $70 $38
2004 777 729 $76 $70
2005 896 929 $118 $119
2006 1,073 1,139 $160 $176
2007 1,194 1,327 $189 $343
2008 1,147 1,245 $109 $177
2009 836 826 $94 $90
2010 1,157 985 $114 $165
2011 1,369 1,223 $183 $105
3/12 LTM 1,288 1,218 $162 $113
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. Note: Inbound M&A represents European target/non-European acquiror; Outbound M&A represents non-European target/European acquiror. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
Top 10 European Target Countries Acquired by Non-European Companies YTD

Country 1. United Kingdom 2. Germany 3. France 4. Spain 5. Italy 6. Netherlands 7. Switzerland 8. Russia 9. Norway 10. Ireland # of Deals 89 45 25 13 10 10 9 8 8 7
Top 10 European Target Industries Acquired by Non-European Companies YTD

Industry 1. Computers & Electronics 2. Professional Services 3. Healthcare 4. Finance 5. Machinery 6. Auto/Truck 7. Consumer Products 8. Real Estate/Property 9. Telecommunications 10. Oil & Gas # of Deals 49 46 22 14 13 13 12 12 12 9
Top 10 Non-European Target Countries Acquired by European Companies YTD

Country 1. United States 2. Canada 3. Brazil 4. Australia 5. China 6. India 7. Japan 8. Argentina 9. South Africa 10. Israel # of Deals 128 29 23 18 14 9 8 6 5 5
Top 10 Non-European Target Industries Acquired by European Companies YTD

Industry 1. Professional Services 2. Healthcare 3. Computers & Electronics 4. Mining 5. Oil & Gas 6. Chemicals 7. Transportation 8. Utility & Energy 9. Construction/Building 10. Machinery # of Deals 58 34 33 19 14 14 13 12 12 12
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD as of March 31. Note: Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
13
U.K. Cross-Border M&A Activity

U.K. Number of Deals (Domestic/Outbound/Inbound)
Domestic M&A 4,000 3,323 3,000 2,978 2,450 2,743 3,400 Outbound M&A 3,760 3,305 2,667 2,721 2,970 Inbound M&A
# of Deals
2,000 1,000 0 814 674
Total Inbound M&A Outbound M&A Domestic M&A
2002 2,978 460 535 1,983
2003 2,450 361 473 1,616
2004 2,743 419 564 1,760
2005 3,323 554 741 2,028
2006 3,400 616 762 2,022
2007 3,760 697 876 2,187
2008 3,305 672 725 1,908
2009 2,667 443 466 1,758
2010 2,721 567 589 1,565
2011 2,970 624 739 1,607
3/11 YTD 814 179 176 459
3/12 YTD 674 137 154 383
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. 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. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
U.K. Deal Value (Domestic/Outbound/Inbound)

($ in billions) $750 Domestic M&A Outbound M&A $665 Inbound M&A
Deal Value
$500 $359 $250 $199 $230 $151
$399 $280 $201 $127 $180 $54 $32 3/12 YTD $32 $16 $6 $10
$0 Total Inbound M&A Outbound M&A Domestic M&A
2002 $199 $47 $51 $101
2003 $151 $31 $26 $93
2004 $230 $69 $46 $115
2005 $359 $133 $83 $143
2006 $399 $165 $71 $163
2007 $665 $178 $279 $207
2008 $280 $80 $63 $136
2009 $127 $51 $26 $49
2010 $201 $60 $70 $72
2011 $180 $76 $58 $46
3/11 YTD $54 $19 $17 $18
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. 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. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
14
Germany Cross-Border M&A Activity

Germany Number of Deals (Domestic/Outbound/Inbound)
Domestic M&A 2,500 2,023 2,000 1,629 1,344 1,105 1,000 500 0 Total Inbound M&A Outbound M&A Domestic M&A 2002 1,105 339 271 495 2003 992 282 226 484 2004 1,134 337 266 531 2005 1,133 387 314 432 2006 1,344 446 354 544 2007 2,023 679 488 856 2008 1,629 471 463 695 2009 1,267 296 331 640 2010 1,277 374 305 598 2011 1,752 497 413 842 992 1,134 1,133 1,267 1,277 1,752 Outbound M&A Inbound M&A
# of Deals
1,500
408
394
3/11 YTD 408 121 94 193
3/12 YTD 394 104 120 170
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. 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. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
Germany Deal Value (Domestic/Outbound/Inbound)

($ in billions) $300 $250 Domestic M&A Outbound M&A $257 Inbound M&A
Deal Value
$200 $150 $100 $50 $0 2002 $73 $33 $22 $18 2003 $56 $18 $13 $26 2004 $81 $23 $20 $38 2005 $134 $49 $38 $47 $73 $56 $81 $134
$180
$159
$66
$71
$53 $16 $16 3/12 YTD $16 $6 $6 $4
2006 $180 $58 $57 $64
2007 $257 $66 $121 $70
2008 $159 $23 $36 $100
2009 $66 $20 $25 $21
2010 $71 $23 $33 $15
2011 $53 $19 $19 $14
3/11 YTD $16 $9 $3 $5
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. 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. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
15
Asia M&A Commentary

M&A metrics in Asia (ex. Japan) softened during March after firming in February. The number of deals contracted 16.1% to 460. Reported dollar volume declined 9.4% to $19.2 billion. In the middle market, the deal total fell 12.7%, and dollar volume was down 19.7%. In the first quarter of 2012, the M&A transaction count decreased 12.3%. Announced dollar volume dropped 13.1% to $56.5 billion, the lowest quarterly total since Q2 2009. Asias middle market registered year-to-date declines of 11.4% for the number of deals and 17.8% for dollar value. The M&A market in the region would benefit from additional evidence of a successful transition to lower targeted growth rates in China, which accounts for about half of deal activity in Asia (ex. Japan). Chinas official manufacturing PMI for March indicated expansion for the fourth consecutive month while rising to the highest level in a year. Growth in exports topped expectations in accelerating from the combined pace of January-February. Although the March inflation rate of 3.6% represented an increase from Februarys 20month low of 3.2%, the government is likely to maintain a stance of gradual policy easing in support of growth. China reported Q1 GDP expansion of 8.1%, down from 8.9% in Q4 2011 but above the 2012 target of 7.5%. Further signs of progress toward maintaining growth at or above planned levels would enhance M&A activity in the region. China M&A activity declined in March. The deal count fell 19.1% to 216, the highest monthly figure to date in 2012 but below the LTM average of 236. Dollar volume was down 6.1% to $10.0 billion, under the LTM average of $12.4 billion. Through the first three months of the year, the deal count in China contracted 21.3% to 532, as domestic, inbound, and outbound transactions all experienced decreases. Dollar volume slid 26.3% to $25.7 billion. A modest increase in inbound volume was offset by declines in excess of 25% for domestic and outbound volume. Year-to-date metrics in Chinas middle market were weak through March. The number of announced transactions fell 18.4% to 422, and dollar volume decreased 17.8% to $20.3 billion. M&A activity was mixed in India through the first three months of the year. The deal count was down 3.9% to 221, despite a 25.0% increase in domestic transactions. Dollar volume rose 31.0% to $10.1 billion. Year to date, the number of announced transactions in Indias middle market slipped 12.7% to 96. Dollar volume plunged 51.8% to $2.5 billion. During the first quarter of 2012, the deal count in Japan climbed 21.8% to 733, with strong gains in both domestic and cross-border transactions. Dollar volume jumped 23.6% to $30.9 billion, led by outbound volume growth of over 40%.
Asia (ex. Japan) M&A Activity

# of Deals Undisclosed 7,000 6,000 5,259 3,960 3,003 1,795 2,134 1,671 1,402 1,230 $100 $0 5,473 4,711 5,436 5,000 4,000 3,000 2,000 1,000 0 2002 Total # of Deals >$1B # of Deals Middle-Market # of Deals Undisclosed Deal Value 1,795 13 1,127 655 $72 2003 1,671 13 1,164 494 $74 2004 2,134 20 1,513 601 $108 2005 3,003 19 2,128 856 $126 2006 3,960 41 2,810 1,109 $219 2007 5,259 39 3,761 1,459 $263 2008 5,473 37 3,718 1,718 $249 2009 4,711 31 3,276 1,404 $225 2010 5,436 56 3,693 1,687 $306 2011 6,052 48 4,126 1,878 $278 3/11 YTD 1,402 13 898 491 $65 3/12 YTD 1,230 11 796 423 $56 # of Deals Middle-Market # of Deals >$1B 6,052 Deal Value ($ in billions) $400 $300
Deal Value
# of Deals
$200
16
China M&A Activity

China M&A Activity
# of Deals Undisclosed 3,000 2,352 # of Deals Middle-Market 2,485 # of Deals >$1B 2,972 2,723 2,329 $150 Deal Value ($ in billions) $200
# of Deals
2,000 1,270 1,000 730 633 878
1,696
Deal Value
$100 676 532 $50 $0
0 2002 Total # of Deals >$1B # of Deals Middle-Market # of Deals Undisclosed Deal Value 730 8 484 238 $39 2003 633 6 449 178 $35 2004 878 12 646 220 $57 2005 1,270 9 958 303 $56 2006 1,696 17 1,337 342 $88 2007 2,352 12 1,892 448 $108 2008 2,485 18 1,954 513 $144 2009 2,329 15 1,861 453 $138 2010 2,723 21 2,155 547 $148 2011 2,972 28 2,378 566 $158
3/11 YTD 676 7 517 152 $35
3/12 YTD 532 4 422 106 $26
China Number of Deals (Domestic/Outbound/Inbound)

Domestic M&A 3,000 2,352 2,000 1,270 1,000 730 878 633 676 532 1,696 2,485 2,329 Outbound M&A Inbound M&A 2,972 2,723
# of Deals
0 Total Inbound M&A Outbound M&A Domestic M&A
2002 730 137 66 527
2003 633 132 60 441
2004 878 254 81 543
2005 1,270 360 93 817
2006 1,696 423 125 1,148
2007 2,352 474 181 1,697
2008 2,485 480 179 1,826
2009 2,329 327 212 1,790
2010 2,723 380 251 2,092
2011 2,972 375 335 2,262
3/11 YTD 676 98 80 498
3/12 YTD 532 68 74 390
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. 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. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
17
China M&A Deal Statistics

China Number of Deals
Domestic 2011 March Middle-Market >$1B Undisclosed Total YTD Middle-Market >$1B Undisclosed Total LTM Middle-Market >$1B Undisclosed Total 174 34 1 209 2012 147 14 1 162 Outbound 2011 19 6 0 25 2012 17 10 0 27 2011 16 17 0 33 Inbound 2012 15 12 0 27 2011 209 57 1 267 Total 2012 179 36 1 216
414 80 4 498
345 43 2 390
54 23 3 80
40 32 2 74
49 49 0 98
37 31 0 68
517 152 7 676
422 106 4 532
1,819 313 14 2,146
1,883 262 9 2,154
175 92 9 276
207 110 12 329
206 178 1 385
193 148 4 345
2,200 583 24 2,807
2,283 520 25 2,828
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD and LTM as of March 31. 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. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
China Deal Value

($ in millions) March Middle-Market >$1B Total YTD Middle-Market >$1B Total LTM Middle-Market >$1B Total Domestic 2011 $7,953 $1,042 $8,996 2012 $7,127 $1,131 $8,258 Outbound 2011 $871 $0 $871 2012 $859 $0 $859 2011 $749 $0 $749 Inbound 2012 $849 $0 $849 2011 $9,573 $1,042 $10,615 Total 2012 $8,835 $1,131 $9,966
$20,108 $5,491 $25,600
$16,247 $2,276 $18,522
$2,903 $4,720 $7,623
$2,314 $3,149 $5,463
$1,641 $0 $1,641
$1,715 $0 $1,715
$24,652 $10,211 $34,864
$20,276 $5,425 $25,701
$78,260 $25,258 $103,518
$74,773 $15,315 $90,087
$12,466 $22,086 $34,552
$15,849 $25,219 $41,069
$9,278 $9,751 $19,029
$9,278 $7,909 $17,187
$100,005 $57,095 $157,100
$99,900 $48,443 $148,343
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD and LTM as of March 31. 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. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
18
India M&A Activity

India M&A Activity
# of Deals Undisclosed 1,000 750 631 413 202 214 216 230 221 # of Deals Middle-Market 893 954 # of Deals >$1B 879 915 Deal Value $60 $45
# of Deals
590
Deal Value
500 250 0 2002 2003 214 0 138 76 $3 2004 216 0 118 98 $4
$30 $15 $0
2005 413 1 222 190 $14
2006 631 5 303 323 $34
2007 893 5 429 459 $47
2008 954 7 460 487 $34
2009 590 0 271 319 $9
2010 879 13 423 443 $57
2011 915 4 479 432 $22
202 0 127 75 $3
3/11 YTD 230 2 110 118 $8
3/12 YTD 221 2 96 123 $10
India Number of Deals (Domestic, Outbound, Inbound)

Domestic M&A 1,000 750 Outbound M&A 893 954 Inbound M&A 879 915
631 413 202 214 216
# of Deals
590
500 250 0
230
221
2002 202 42 20 140
2003 214 58 38 118
2004 216 54 36 126
2005 413 95 117 201
2006 631 140 165 326
2007 893 176 208 509
2008 954 180 219 555
2009 590 101 98 391
2010 879 147 204 528
2011 915 245 148 522
3/11 YTD 230 65 41 124
3/12 YTD 221 36 30 155
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. 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. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
19
India M&A Deal Statistics

India Number of Deals
Domestic 2011 March Middle-Market >$1B Undisclosed Total YTD Middle-Market >$1B Undisclosed Total LTM Middle-Market >$1B Undisclosed Total 23 0 24 47 2012 19 1 28 48 Outbound 2011 5 0 8 13 2012 3 0 7 10 2011 19 0 12 31 Inbound 2012 5 0 7 12 2011 47 0 44 91 Total 2012 27 1 42 70
60 0 64 124
75 2 78 155
11 1 29 41
8 0 22 30
39 1 25 65
13 0 23 36
110 2 118 230
96 2 123 221
246 8 257 511
287 2 264 553
79 1 111 191
49 2 86 137
101 3 74 178
129 0 87 216
426 12 442 880
465 4 437 906
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD and LTM as of March 31. 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. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
India Deal Value

($ in millions) March Middle-Market >$1B Total YTD Middle-Market >$1B Total LTM Middle-Market >$1B Total Domestic 2011 $503 $0 $503 2012 $203 $1,003 $1,205 Outbound 2011 $458 $0 $458 2012 $114 $0 $114 2011 $1,047 $0 $1,047 Inbound 2012 $136 $0 $136 2011 $2,008 $0 $2,008 Total 2012 $452 $1,003 $1,455
$1,473 $0 $1,473
$1,211 $7,556 $8,767
$1,373 $1,266 $2,639
$706 $0 $706
$2,361 $1,208 $3,568
$592 $0 $592
$5,207 $2,474 $7,681
$2,508 $7,556 $10,064
$10,328 $14,875 $25,203
$5,114 $7,556 $12,670
$9,362 $1,266 $10,628
$3,650 $3,232 $6,883
$4,678 $6,055 $10,734
$5,263 $0 $5,263
$24,369 $22,196 $46,565
$14,027 $10,788 $24,815
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. YTD and LTM as of March 31. 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. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
20
Japan M&A Activity

Japan M&A Activity
# of Deals Undisclosed 3,000 2,500 2,171 1,592 1,087 1,137 602 733 $100 $50 $0 # of Deals Middle-Market 2,611 2,829 2,442 2,197 2,037 2,309 $150 # of Deals >$1B Deal Value ($ in billions) $200
# of Deals
2,000 1,500 1,000 500 0 2002 2003 1,137 10 572 555 $71
Deal Value
2004 1,592 18 838 736 $86
2005 2,171 20 1,192 959 $165
2006 2,611 24 1,499 1,088 $140
2007 2,829 27 1,554 1,248 $116
2008 2,442 20 1,324 1,098 $113
2009 2,197 25 1,154 1,018 $119
2010 2,037 16 986 1,035 $81
2011 2,309 22 1,001 1,286 $135
1,087 5 519 563 $30
3/11 YTD 602 5 302 295 $25
3/12 YTD 733 9 257 467 $31
Japan Number of Deals (Domestic/Outbound/Inbound)

Domestic M&A 3,000 2,500 2,171 1,592 1,087 1,137 602 733 2,611 Outbound M&A 2,829 2,442 2,197 2,037 2,309 Inbound M&A
# of Deals
2,000 1,500 1,000 500 0 2002 1,087 58 100 929 2003 1,137 65 79 993
2004 1,592 87 106 1,399
2005 2,171 54 171 1,946
2006 2,611 85 213 2,313
2007 2,829 137 248 2,444
2008 2,442 89 254 2,099
2009 2,197 88 219 1,890
2010 2,037 113 268 1,656
2011 2,309 83 367 1,859
3/11 YTD 602 22 79 501
3/12 YTD 733 33 104 596
_____________________ Source: Dealogic and Robert W. Baird & Co. Incorporated M&A Market Analysis. 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. Figures exclude transactions involving minority stakes, stock repurchases, and spin-offs.
21
Economic Commentary
Originally published in Bairds April 2012 Investment Strategy Outlook. For a complete copy of this report, click here.
ECONOMY:
Economic fundamentals are bearish. Better-thanexpected economic data provided a boost to stocks in the fourth quarter of 2011 and early in 2012, but that tailwind appears to have diminished. The economic surprise index for the U.S. economy has fallen back to where it was in October of last year, as recent data releases have failed to surpass expectations. It is too early to know for sure, but our suspicion is that much of the upside surprise from the economy in Q1 was more attributable to mild winter weather across much of the country than to a sustainable upswing in the economy. The pattern for economies emerging from balance sheet recessions is a persistently halting and uneven recovery, and that has played out in the current experience as well. We are increasingly optimistic that the secular reforms needed to build a lasting economic recovery (as opposed to one increasingly reliant on Federal Reserve stimulus and Federal Government hand-outs) will be pursued. There is ever more chatter about the need to reform the budget process and taxes. Progress to-date has been limited (which is not surprising given it is an election year), and we see little evidence that the pattern for the economy over the past several years has markedly changed. After a string of relatively robust employment reports and a continued trend lower in initial jobless claims, the March jobs report proved a disappointment. While the unemployment rate unexpectedly declined from 8.3% to 8.2%, this was entirely due to unemployed workers leaving the labor force. Employers reported adding 120,000 new jobs, but this was the smallest gain in five months and only about half what was expected. When this is combined with a downtick in the average workweek, this means that the index of aggregate hours worked declined in March for the first time since last summer. More clarity from the labor market and the overall economy will come as we move through the second quarter. Even with the warmer winter pulling forward some economic activity, growth in the first quarter of 2012 likely slowed to around 2%, down from the 3% pace seen in the final quarter of 2011.
STOCK MARKET:
Valuations are neutral. The median P/E for the S&P 500 (using trailing, reported earnings) is at 17.3x, essentially in line with the long-term (nearly 50-year) median of 16.5x. With a secular expansion in earnings multiples unlikely at this point, future price gains could remain contingent on earnings growth. The problem is that even with earnings expectations relatively low (and back-end loaded at that), companies are struggling to provide upside earnings surprise. Last quarter (Q4 2011) provided the fewest upside earnings surprises since the March 2009 bottom. Moreover, earnings are expected to grow around 4%-6% for the first three quarters of 2012, before soaring 19% in the fourth quarter. Any attempts by companies to talk down expectations for Q4 2012 earnings growth could create a valuation-related headwind for stocks as we move through the Q1 earnings season. The composition of earnings argues against premium valuations at this point, and could actually suggest that valuations at current levels are expensive. The recovery in earnings since the March 2009 low has been a function of margin expansion, productivity gains, and the benefits of zero percent interest rates, which go straight to the bottom line. Earnings have doubled in that time period, while revenues have barely budged. Profit margins have moved to record levels, but historically investors do not pay much for peak margins. A sustainable expansion in valuations will likely require consistent revenue growth, which thus far has been lacking. Investor sentiment is neutral, although bordering on being a headwind. The most useful interpretation of sentiment data is to go with the crowd until it begins to reverse from extremes. In the current environment, we have identified more than 50% bulls and fewer than 20% bears in the weekly sentiment surveys as signaling extreme optimism. The data in recent weeks has shown bulls averaging 42% and bears at 27% on the AAII survey of individual investors, while the Investors Intelligence data has shown advisory services at 50% bulls and 22% bears. These surveys show that optimism has moved back into the market, but has not reached the excessive levels that would signal trouble for stocks in and of themselves. This supports the neutral scoring we have for investor sentiment.
22
Economic Commentary
INTEREST RATES:
Federal Reserve policy is bullish. While our other indicators have fluctuated over the past three years, one constant has been the stock market friendly stance of the Federal Reserve. The string of upside surprises in the economic data from late 2011 to early 2012 has seemingly reduced the likelihood of further easing by the Fed, but the fact remains that Fed Chairman Bernanke and other Fed speakers continue to highlight downside risks in the economy and the need to keep interest rates low for an extended period of time (currently defined as at least until late 2014). Moreover, recent history suggests that if the current upswing in domestic growth falters, the Fed will be quick to pursue another round of quantitative easing. If oil prices remain high, the Fed may choose to pursue a more politically viable sterilized option, and our best guess is that to avoid getting excessively entangled in this Falls presidential election, action by the Fed would likely come before mid-year. While Fed-supplied liquidity and zero-percent interest rates are pushing new buyers into the stock market, we caution against viewing these actions (particularly another round of QE) as a panacea for the financial markets and the economy. Rather, these actions are distorting investor preferences. Retirees who need to live off of investment income have needed to look increasingly toward the equity markets rather than the debt markets, or into more speculative areas of the fixed income markets, to generate enough yield from their portfolios. While supporting stocks in the intermediate term, it adds to the overall risk level in the current environment. Likewise, while the long-term refinancing operations (LTRO) done by the European Central Bank (ECB) have helped ease liquidity strains within Europe, they have done nothing to address the underlying structural solvency issues. Echoing this point, news that Spain would not meet its budget deficit goals sent bond yields in that country soaring, moving back to their highest level since November (prior to the ECBs LTROs).
Bruce A. Bittles Director of Investment Strategy 615.341.7114 William A. Delwiche, CFA Associate Investment Strategy 414.298.7802
23
Restructuring News
The Baird CDS Index The graph below shows the Baird CDS Index for the three-year period ending March 31, 2012. This proprietary index of 36 credit default swap contracts references non-investment grade debt of non-financial U.S.-based companies using pricing information from Bloomberg. The Baird CDS Index increased for the first time this year in March, gaining 41.4 points to 781.8 up 5.6% from 740.3 on February 29, 2012 and above the last 12 month average of 743.9. However, the index has come down over 25% from its near-term peak of 1,069.6 in September 2011.
Baird Non-Investment Grade CDS* Index

1,500 1,200 900 600 300 0 04/09
Index
07/09
11/09
02/10
06/10
09/10 Month / Year
01/11
04/11
08/11
11/11
03/12
_____________________ 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 Managing Director, Head of Financial Restructuring Group Robert W. Baird & Co., Inc. bwelnhofer@rwbaird.com
24
Transaction Spotlight Sale of Kforce Clinical Research, Inc. to inVentiv Health, Inc.
Target Company Headquarters Parent Company Headquarters Acquiring Company Headquarters Industry Sector Transaction Overview Kforce Clinical Research, Inc. Tampa, FL Kforce Inc. Tampa, FL inVentiv Health, Inc. Burlington, MA Healthcare Kforce Inc. (NASDAQ-GS: KFRC) (Kforce or the Company) completed the sale of its wholly owned subsidiary, Kforce Clinical Research, Inc. (KCR), to inVentiv Health, Inc. (inVentiv). KCR was a wholly-owned subsidiary of Kforce, a professional staffing and solutions firm providing flexible and permanent staffing solutions in the skill areas of technology, finance & accounting, and health and life sciences. Kforce has over 2,200 associates and approximately 11,000 consultants on assignment. The Company operates from 63 offices located throughout the United States and one in the Philippines. KCR is a provider of functional outsourcing solutions to pharmaceutical, biotech, and medical device companies. KCR will be combined with inVentiv's existing functional service provider and staffing businesses within its Clinical operating segment. inVentiv is a global provider of best-in-class clinical, commercial, and consulting services to companies seeking to accelerate performance. inVentiv's client roster includes more than 550 pharmaceutical, biotech, and life sciences companies. inVentiv has 13,000 employees in 40 countries and is privately owned by inVentiv Group Holdings Inc., an organization sponsored by affiliates of Thomas H. Lee Partners, L.P., Liberty Lane Partners, and members of the inVentiv management team. Baird served as the exclusive financial advisor to Kforce Inc. For additional information about this transaction, please contact Bairds senior Healthcare Investment Banking team: Bret Schoch Managing Director +1.312.609.4965 bschoch@rwbaird.com Brian Fairchild Vice President +1.312.609.4968 bfairchild@rwbaird.com Chad Moore Director +1.312.609.5475 cmoore@rwbaird.com Brian Doyal Managing Director +1.312.609.4916 bdoyal@rwbaird.com
Target Company Description
Acquiring Company Description
Advisory Role
25
Recent Baird M&A Transactions

Date Announced
04/02/12 04/02/12 03/26/12 03/20/12 03/12/12 03/05/12 03/05/12 03/05/12 02/08/12
Baird Client
Augusta Sportswear Group API Heat Transfer Inc. Investcorp Bank B.S.C. Kforce Clinical Research, Inc. (Kforce, Inc.) IPVF business of HD Supply, Inc. Quality Solutions, Inc. San Jamar, Inc. Mannington Mills, Inc. Louisville Laminating (Reynolds Packaging Group) Milwaukee Gear Company Savage Sports Corporation D+Scc (D+S Europe GmbH) WorkforceLogic, LLC BlueStar Energy Services, Inc. Hoffmaster Group, Inc. Sandy Spring Bancorp, Inc. Brooks Instruments, LLC Badger Meter, Inc. Vectren Source Spheros Management Holding GmbH Underwriters Laboratories, Inc. Document Technologies, Inc. The Glover Park Group Landauer, Inc. edif Group BarrierSafe Solutions International, Inc. adidas Group Lewis-Goetz & Company, Inc. OneSource Distributors, LLC EM Test Group Implus Footcare, LLC Avison Young SunSource Robuschi S.p.A.
Client Description
Team uniforms supplier Manufacturer of heat transfer technology Educational multimedia content Clinical trial resourcing services Distributor of industrial products Facilities management services Food-safe hospitality and sanitary washroom products Residential and commercial flooring products Packaging manufacturer
Transaction Description
Sale to Kelso & Company Sale to Wellspring Capital Management Acquisition of GL Education Group Sale to inVentiv Health, Inc. Sale to TowerBrook Capital Partners, LP Sale to Gridiron Capital, LLC Sale to Dispensing Dynamics International Acquisition of Amtico International Limited Sale to Centre Lane Partners, LLC Sale to Regal Beloit Corporation Sale to Norwest Equity Partners Sale to CMP Capital Management-Partners GmbH Sale to APC Workforce Solutions, LLC Sale to American Electric Power Co., Inc. Sale to Metalmark Capital, LLC Acquisition of CommerceFirst Bancorp, Inc. Sale to Illinois Tool Works, Inc. Acquisition of Racine Federated, Inc. Sale to Direct Energy, LP Sale to Deutsche Beteiligungs AG Acquisition of PureWorks, Inc. Sale to Harvest Partners, LLC Sale to WPP plc Acquisition of IZI Medical Products, LLC Acquisition of NDE Global Technical Services GmbH Sale to Odyssey Investment Partners, LLC Acquisition of Stone Age Equipment, Inc. Sale to ERIKS NV Sale to Sonepar S.A. Sale to AMETEK, Inc. Sale to Trilantic Capital Management, LLC Sale of minority stake to Tricor Pacific Capital, Inc. Sale to Littlejohn & Co., LLC Sale to Gardner Denver, Inc.
Deal Value ($ in millions)

** ** ** $50.0 $468.5 ** ** ** **
Industry
Consumer Industrial Services Healthcare Industrial Distribution Services Consumer Industrial Industrial
02/03/12 01/24/12 01/12/12 01/09/12 01/05/12 01/04/12 01/04/12 01/03/12 01/03/12 01/03/12 12/20/11 12/06/11 12/05/11 11/29/11 11/14/11 11/08/11 11/03/11 11/03/11 11/01/11 10/29/11 10/25/11 10/21/11 10/20/11 10/17/11 10/11/11
Highly engineered gearing components Outdoor sportsman products Multi-channel customer care services Workforce management services Electricity retail company Premium disposable tableware Bank holding company Flow measurement and control devices Liquid flow measurement products Natural gas supplier Air conditioning systems for buses Commercial safety inspection Outsourced litigation support services Research and consulting services Technical and analytical radiation exposure services Industrial testing and inspection services Disposable gloves and related products Athletic footwear and apparel Distributor of rubber-related products Distributor of electrical, automation, and utility equipment Conducted electromagnetic compatibility testing equipment Footwear and outdoor accessories Commercial real estate services Fluid power and motion control technologies distributor Manufacturer of blowers, pumps, and associated products
$80.0 ** ** ** ** ** $24.5* ** $57.0 $39.0 ** ** ** ** ** ** ** $25.0 ** ** $93.0 ** $40.0 ** $207.4
Industrial Consumer Services Services Services Industrial Financial Industrial Industrial Services Industrial Services Services Services Healthcare Services Industrial Consumer Industrial Distribution Industrial Distribution Industrial Consumer Services Industrial Distribution Industrial
_____________________ Source: Robert W. Baird & Co. Incorporated M&A Market Analysis. * Announced and pending transactions with disclosed value; **Closed transactions with undisclosed value; *** Announced and pending transactions with undisclosed value.
26
Recent Baird M&A Transactions

Date Announced
10/10/11 10/07/11 10/06/11 10/03/11 10/03/11 09/28/11 09/07/11 08/31/11 08/31/11 08/31/11 08/25/11 08/25/11 08/24/11 08/22/11 08/22/11 08/17/11 08/16/11
Baird Client
The RightThing, LLC Clairvia, Inc. WorldStrides, LLC Euro Car Parts Limited ColorMatrix Group, Inc. Impulse Monitoring Access Information Management Fox Creek Coal Leases (Alter NRG Corp.) Drives, LLC Remedi SeniorCare CamelBak Products, LLC Telmar Network Technologies, LLC Medical Education Technologies Zenta, LLC European distribution business of Barnes Group Woods Equipment Company Emerson Heating Products (Emerson Electric Co.) Boyd Corporation U.S. Security Associates Holdings, Inc. VAG Holding GmbH Stromag AG Tag Equity Co Limited ACTA B.V. BernzOmatic (Newell Rubbermaid) Medical Present Value, Inc. MarketLab, Inc. MW Industries, Inc. Rubicon Partners
Client Description
Recruitment process outsourcing services Healthcare workforce management software Educational student travel programs Aftermarket distributor of car and light commercial vehicle parts Liquid colorants, additives, and fluoropolymers Outsourced intraoperative neuromonitoring solutions Information technology consultancy services Granted coal leases Highly engineered drive trains, rollerchains, and conveyor augers Institutional pharmacy services Personal hydration gear Wireless and wireline communication services Medical emergency scenarios simulator Residential mortgage fulfillment and loan services Distributor of industrial parts Agricultural equipment attachments and replacement parts Heating products for the appliance manufacturing industries Custom fabricated sealing and energy management products Contract security guard services Valves for water applications Mechanical drive components and industrial machinery Media design and production agency Inspection and testing services Hand-held torches, solder, and accessories Financial tools for physician groups Direct mail catalog supplier of healthcare products Custom engineered mechanical components Industrial holding company
Transaction Description
Sale to Automatic Data Processing, Inc. Sale to Cerner Corporation Sale to The Carlyle Group Sale to LKQ Corporation Sale to PolyOne Corporation Sale to NuVasive, Inc. Sale to Summit Partners Sale to Natasa Mining Limited Sale to The Timken Company Sale to Centerbridge Partners, L.P. Sale to Compass Diversified Holdings Sale to Jabil Circuit, Inc. Sale to CAE, Inc. Sale to Accenture plc Sale to Berner GmbH Sale to Blount International Inc. Sale to NIBE Industrier AB
Deal Value ($ in millions)

** ** ** $347.1 $486.0 $80.0 ** $5.0 $92.0 $300.0 $257.5 ** ** ** ** $185.0 **
Industry
Services Healthcare Services Industrial Industrial Healthcare Services Technology Industrial Healthcare Consumer Services Healthcare Services Industrial Distribution Industrial Industrial
08/02/11 07/28/11 07/25/11 07/18/11 07/12/11 07/12/11 07/01/11 06/28/11 06/24/11 06/16/11 06/09/11
Sale to LTI Flexible Products (Sentinel Capital Partners) Sale to Goldman Sachs Capital Partners Sale to Rexnord Holdings, Inc. Sale to GKN plc Sale to Williams Lee Limited Sale to NPM Capital N.V. Sale to Worthington Industries, Inc. Sale to Experian plc Sale to Water Street Healthcare Partners Sale to Genstar Capital Acquisition of ABL Technic, Metallwarenfabrik Gemmingen, and Swisshaus Sale to TRC Companies, Inc. Acquisition of Arquest, Inc. Sale to Actuant Corporation Sale to NCO Group, Inc. Sale to Nuance Communications, Inc.
** ** $251.7 $281.0 ** ** ** $185.0 ** ** **
Industrial Services Industrial Industrial Services Services Industrial/Consumer Healthcare Healthcare Industrial Industrial
06/06/11 05/27/11 05/20/11 05/19/11 05/11/11
RMT, Inc. (Alliant Energy Corporation) Associated Hygienic Products LLC Weasler Engineering, Inc. Protocol Global Solutions, Inc. Equitrac Corporation
Environmental and engineering services firm Brand baby diapers and training pants Engineered drive train components for agricultural equipment Single source provider of contact center services Print management and cost recovery software
$13.3 ** $155.0 ** $157.0
Services Consumer Industrial Services Technology
_____________________ Source: Robert W. Baird & Co. Incorporated M&A Market Analysis. * Announced and pending transactions with disclosed value; **Closed transactions with undisclosed value; *** Announced and pending transactions with undisclosed value.
27
Baird U.S. Equity Research Coverage

BAIRD U.S. EQUITY RESEARCH COVERAGE
In March, Baird added 1 company to coverage and now covers 665 companies. These companies have a median and average market capitalization of $2.4 billion and $9.7 billion, respectively. In the past five years, Baird has increased the number of companies under coverage by more than 40%. In March, there were 67 upward and 75 downward adjustments to current-year earnings estimates (generally calendar-year 2012). There were 52 upward and 53 downward revisions to forward-year (generally calendar-year 2013) earnings estimates.
MONTHLY REPORTS
Sector: Biotechnology http://www.rwbaird.com/SharedPDF/emailTemplates/Invest mentBanking/biotechApril2012.pdf Sector: Consumer Products Contact Kyle Borkowski at kborkowski@rwbaird.com Sector: Facility, Industrial & Rental Services Contact Danny Fox at drfox@rwbaird.com Sector: Hardline and Broadline Retail http://www.rwbaird.com/Docs/retail-mktg_march2012.pdf Sector: Healthcare Distribution & Services http://www.rwbaird.com/Docs/coldwell_primer_030812.pdf Sector: Marketing, Information, and Professional Services http://www.rwbaird.com/SharedPDF/emailTemplates/Invest mentBanking/marketingslidesApril2012.pdf Sector: Retail, Restaurants, Apparel & Footwear Contact Kyle Borkowski at kborkowski@rwbaird.com Sector: Transportation & Logistics Services Contact Robert Mlnarik at rmlnarik@rwbaird.com
28

Business Services Business Process Outsourcing Convergys Corporation DST Systems, Inc. ExlService Holdings, Inc. Fidelity National Information Services Fiserv, Inc. Genpact Limited Global Payments, Inc. Heartland Payment Systems, Inc. Jack Henry & Associates MasterCard Incorporated Net 1 UEPS Technologies Inc. StarTek, Inc. Sykes Enterprises, Inc. Visa Inc. WNS (Holdings) Limited Education Services CVG DST EXLS FIS FISV G GPN HPY JKHY MA UEPS SRT SYKE V WNS Industrial Services (contd) MYR Group Inc. MYRG Pike Electric Corporation PEC Quanta Services Inc. PWR RSC Holdings Inc. RRR Shaw Group Inc. SHAW Stericycle, Inc. SRCL Swisher Hygiene Inc. SWSH URS Corporation URS Communications Communications Services - Carriers AT&T, Inc. Leap Wireless International, Inc. MetroPCS Communications, Inc. Sprint Nextel Corporation TeleNav, Inc. Verizon Communications, Inc. Network Technology T LEAP PCS S TNAV VZ Retail Abercrombie & Fitch Bed Bath & Beyond, Inc. Body Central Corp. Coach, Inc. Costco Wholesale Corp. Dicks Sporting Goods, Inc. The Gap Inc. Gordmans Stores, Inc. Hibbett Sports, Inc. The Home Depot, Inc. J.C. Penney Company, Inc. Kohls Corporation Limited Brands, Inc. Lowes Companies, Inc Lululemon athletic inc. Michael Kors Holdings Ltd. Nordstrom, Inc. Pacific Sunwear of California Inc. PetSmart, Inc. Regis Corporation Roundys Parent Company, Inc. Sally Beauty Holdings, Inc. Target Corporation Tractor Supply Company Vitamin Shoppe, Inc. Ulta Salon, Cosmetics & Fragrance, Inc. Urban Outfitters, Inc. Vera Bradley, Inc. Wal-Mart Stores, Inc. Williams-Sonoma, Inc. Zumiez, Inc. Energy Exploration & Production Abraxas Petroleum Corporation Anadarko Petroleum Corporation Apache Corporation Cabot Oil & Gas Corporation Carrizo Oil & Gas Inc. Chesapeake Energy Corporation Comstock Resources, Inc. Continental Resources, Inc. Callon Petroleum Company Denbury Resources Inc. Devon Energy Corporation EOG Resources, Inc. EQT Corporation EXCO Resources Inc. Forest Oil Corporation GeoResources, Inc. Goodrich Petroleum Corporation Kodiak Oil & Gas Corp. Magnum Hunter Resources Corporation Noble Energy, Inc. Oasis Petroleum Inc. Pioneer Natural Resources QEP Resources, Inc. Range Resources Corporation Rosetta Resources Inc. Sandridge Energy, Inc. SM Energy Co. Southwestern Energy Company Swift Energy Company Whiting Petroleum Corporation Master Limited Partnerships Breitburn Energy Partners, LP ECA Marcellus Trust I Enduro Royalty Trust EV Energy Partners LP Genesis Energy, LP Inergy, LP Inergy Midstream, LP Linn Energy, LLC Legacy Reserves, LP LRR Energy L.P. Martin Midstream Partners, LP Mid-Con Energy Partners, LP NGL Energy Partners, LP QR Energy, LP Regency Energy Partners Rose Rock Midstream L.P. ANF BBBY BODY COH COST DKS GPS GMAN HIBB HD JCP KSS LTD LOW LULU KORS JWN PSUN PETM RGS RNDY SBH TGT TSCO VSI ULTA URBN VRA WMT WSM ZUMZ
Archipelago Learning Inc. ARCL American Public Education, Inc. APEI Apollo Group, Inc. APOL Capella Education Company CPLA Career Education Corporation CECO Corinthian Colleges, Inc. COCO DeVry, Inc. DV Education Management Corporation EDMC Grand Canyon Education, Inc. LOPE ITT Educational Services, Inc. ESI K12 Inc. LRN Lincoln Education Services Corp. LINC New Oriental Education & Technology Grp EDU Rosetta Stone Inc. RST Strayer Education, Inc. STRA Marketing & Professional Services Acxiom Corporation Alliance Data Systems Corporation The Corporate Executive Board Co. The Dun & Bradstreet Corp. Equifax Inc. Experian plc Forrester Research, Inc. FTI Consulting, Inc. Gartner Inc. Huron Consulting Group, Inc. IHS Inc. Journal Communications, Inc. Navigant Consulting, Inc. Quad/Graphics, Inc. RPX Corporation R.R. Donnelley & Sons Company Valassis Communications, Inc. Facility Services ABM Industries Inc. Cintas Corporation Ecolab, Inc. G&K Services, Inc. Iron Mountain Incorporated UniFirst Corporation Human Capital Services Administaff, Inc. AMN Healthcare Service, Inc. Automatic Data Processing Heidrick & Struggles International Hudson Highland Group, Inc. Kforce Inc. Korn/Ferry International Manpower Inc. Monster Worldwide, Inc. On Assignment, Inc. Paychex Inc. Resources Connection, Inc. Robert Half International Taleo Corporation TrueBlue, Inc. The Ultimate Software Group Inc. Towers Watson & Co. Industrial Services AECOM Technology Corporation Clean Harbors, Inc. Fluor Corporation Heritage Crystal Clean, Inc. Jacobs Engineering Group Inc. Mobile Mini, Inc. ACXM ADS EXBD DNB EFX EXPN.L FORR FCN IT HURN IHS JRN NCI QUAD RPXC RRD VCI ABM CTAS ECL GKSRA IRM UNF ASF AHS ADP HSII HHGP KFRC KFY MAN MWW ASGN PAYX RECN RHI TLEO TBI ULTI TW ACM CLHB FLR HCCI JEC MINI
Cisco Systems, Inc. CSCO F5 Networks, Inc. FFIV Fortinet, Inc. FTNT Juniper Networks, Inc. JNPR Meru Networks, Inc. MERU LM Ericsson Telephone Co. ERIC PCTEL, Inc. PCTI Riverbed Technology, Inc. RVBD Communications Services Software & Services Amdocs Limited Apple, Inc. HTC Corp Motorola Mobility Holdings, Inc. Motricity, Inc. NeuStar, Inc. Neutral Tandem Inc. Nokia Corporation Research in Motion Limited Synchronoss Technologies, Inc. Consumer Automotive Services CarMax, Inc. Copart, Inc. KAR Auction Services, Inc. LKQ Corporation Ritchie Bros. Auctioneers, Inc. Consumer Leisure DOX AAPL 2498.TW MMI MOTR NSR TNDM NOK RIMM SNCR
KMX CPRT KAR LKQX RBA
Advance Auto Parts, Inc. AAP Arctic Cat, Inc. ACAT AutoZone, Inc. AZO Briggs & Stratton Corp. BGG Brunswick Corporation BC Callaway Golf Company ELY Harley-Davidson, Inc. HOG OReilly Automotive, Inc. ORLY Polaris Industries, Inc. PII Thor Industries THO Winnebago Industries, Inc. WGO Footwear, Apparel & Accessories adidas AG Columbia Sportswear Crocs, Inc. Deckers Outdoors Genesco, Inc. Nike Inc. Rocky Brands, Inc Quicksilver Inc. Under Armour Inc. VF Corporation Wolverine World Wide Restaurant BJs Restaurant, Inc. Buffalo Wild Wings, Inc. Caribou Coffee Company, Inc. The Cheesecake Factory Inc. Chipotle Mexican Grill, Inc. Dunkin Brands Group, Inc. Jack in the Box Inc. McDonalds Corporation P.F. Changs China Bistro, Inc. Panera Bread Company Peets Coffee & Tea, Inc. Starbucks Corporation Texas Roadhouse, Inc. YUM! Brands, Inc. BJRI BWLD CBOU CAKE CMG DNKN JACK MCD PFCB PNRA PEET SBUX TXRH YUM ADS GR COLM CROX DECK GCO NKE RCKY 2QK UA VFC WWW
AXAS APC APA COG CRZO CHK CRK CLR CPE DNR DVN EOG EQT XCO FST GEOI GDP KOG MHR NBL OAS PXD QEP RRC ROSE SD SM SWN SFY WLL BBEP ECT NDRO EVEP GEL NRGY NRGM LINE LGCY LRE MMLP MCEP NGL QRE RGNC RRMS
29

Master Limited Partnerships (contd) SandRidge Mississippian Trust I SandRidge Permian Trust Targa Resources Corp Targa Resources Partners LP VOC Energy Trust Utilities ALLETE Alliant Energy Corporation American States Water Company American Water Works Company, Inc. Aqua America, Inc. Artesian Resources Corp. California Water Service Group Chesapeake Utilities Corp. Connecticut Water Service Inc. Hawaiian Electric Industries Integrys Energy Group MDU Resources Group Inc. Middlesex Water Company Inc. NextEra Energy, Inc. NorthWestern Corporation Otter Tail Corporation Piedmont Natural Gas Company, Inc. PNM Resources, Inc. Progress Energy, Inc. SJW Corporation TECO Energy, Inc. UIL Holdings Corporation Vectren Corporation Wisconsin Energy Corporation Xcel Energy Inc. The York Water Company Clean Technology SDT PER TRGP NGLS VOC ALE LNT AWR AWK WTR ARTNA CWT CPK CTWS HE TEG MDU MSEX NEE NWE OTTR PNY PNM PGN SJW TE UIL VVC WEC XEL YORW Containers & Packaging (contd) Greif, Inc. GEF MeadWestvaco Corporation MWV Multi-Color Corp. LABL Owens-Illinois, Inc. OI Rexam PLC REX.L Sealed Air Corporation SEE Silgan Holdings Inc. SLGN Sonoco Products Co. SON Diversified Industrial & Machinery Actuant Corporation Astec Industries, Inc. Brady Corporation Caterpillar Inc. Deere & Company Dover Corporation Eaton Corporation Illinois Tool Works Inc. Ingersoll-Rand Company Joy Global Inc. Manitowoc Company Inc. Oshkosh Corporation Parker Hannifin Corporation Snap-on Incorporated Sun Hydraulics Corporation Terex Corporation Titan Machinery Inc. General Industrial Barnes Group, Inc. Carlisle Companies, Inc. Gibraltar Industries, Inc. Douglas Dynamics, Inc. Kaydon Corporation Masco Corporation Middleby Corporation RBC Bearings Incorporated The Stanley Works Thomas & Betts Corporation Twin Disc, Inc. Woodward Governor Company Industrial Distribution Air Products and Chemicals, Inc. Airgas, Inc. Anixter International, Inc. Beacon Roofing Supply, Inc. Fastenal Company Grainger, W.W., Inc. Houston Wire & Cable Company Interline Brands, Inc. MSC Industrial Direct Co. Pool Corporation Praxair, Inc. Watsco, Inc. Wesco Aircraft Holdings, Inc. WESCO International, Inc. Process Controls ABB Ltd. Altra Holdings, Inc. A.O. Smith Corporation Colfax Corporation Emerson Electric Co. Flowserve Corporation Franklin Electric Co., Inc. Gardner Denver, Inc. Generac Holdings Inc. Graco Inc. IDEX Corporation ITT Industries, Inc. Mueller Water Products, Inc. Pentair, Inc. Regal-Beloit Corporation Robbins & Myers, Inc. Roper Industries, Inc. Watts Water Technologies, Inc. Xylem Inc. Transportation/Logistics Arkansas Best Corp. CSX Corporation C.H. Robinson Worldwide Inc. Con-way, Inc. Expeditors International of Washington FedEx Corporation Forward Air Corporation Heartland Express, Inc. ATU ASTE BRC CAT DE DOV ETN ITW IR JOYG MTW OSK PH SNA SNHY TEX TITN B CLS ROCK PLOW KDN MAS MIDD ROLL SWK TNB TWIN WGOV APD ARG AXE BECN FAST GWW HWCC IBI MSM POOL PX WSO WAIR WCC ABB AIMC AOS CFX EMR FLS FELE GDI GNRC GGG IEX ITT MWA PNR RBC RBN ROP WTS XYL ABFS CSX CHRW CNW EXPD FDX FWRD HTLD Transportation/Logistics (contd) Hub Group, Inc. JB Hunt Transport Services Inc. Knight Transportation, Inc. Landstar Systems Inc. Norfolk Southern Corporation Old Dominion Freight Line UTi Worldwide, Inc. Werner Enterprises Pacer International, Inc. Roadrunner Transportation Systems Ryder System, Inc. Swift Transportation Co. Inc. UPS Union Pacific Corporation Technology Brocade Communications Dell Inc. EMC Corporation Emulex Corporation Hewlett-Packard Company NetApp Inc. QLogic Corporation Seagate Technology VMware Western Digital Corporation Software & Services Adobe Systems Inc. ANSYS, Inc. Autodesk, Inc. Citrix Systems, Inc. Concur Technologies, Inc. Constant Contact, Inc. Informatica Corporation Jive Software, Inc. Qlik Technologies, Inc. Red Hat, Inc. Salesforce.com, Inc. Solar Winds, Inc. Symantec Corp. VeriSign Inc. Vocus, Inc. EMS & Electronics HUBG JBHT KNX LSTR NSC ODFL UTIW WERN PACR RRTS R SWFT UPS UNP
Computer Hardware & Storage BRCD DELL EMC ELX HPQ NTAP QLGC STX VMW WDC ADB ANSS ADSK CTXS CNQR CTCT INFA JIVE QLIK RHT CRM SWI SYMC VRSN VRSN
ADA-ES, Inc. ADES Amryis Inc. AMRS Calgon Carbon Corp. CCC Codexis Inc. CDXS Comverge, Inc. COMV Covanta Holding Corp. CVA Echelon Corporation ELON Elster Group SA ELT EnerNOC, Inc. ENOC First Solar, Inc. FSLR Gevo Inc. GEVO Itron, Inc. ITRI KiOR Inc. CI A KIOR Maxwell Technologies MXWL SunPower Corporation SPWRA Suntech Power Holdings Co. Ltd. STP Solazyme Inc. SZYM Tesla Motors Inc. TSLA Industrial Automotive and Truck Supplies AB Volvo ArvinMeritor, Inc. Autoliv, Inc. BorgWarner, Inc. Commercial Vehicle Group Delphi Automotive PLC Gentex Corporation Harman International Industries, Inc. Johnson Controls, Inc. Methode Electronics Inc. Modine Manufacturing Co. Navistar International Corporation PACCAR, Inc. STRATTEC SECURITY CORP. Tower International, Inc. WABCO Holdings Inc. Consumer Building Products Acuity Brands, Inc. American Woodmark Corporation Fortune Brands Home & Security, Inc. HNI Corporation Simpson Manufacturing Quanex Building Products Corp. Containers & Packaging AptarGroup, Inc. Avery Dennison Corporation Ball Corporation Bemis Company Crown Holdings, Inc. Graphic Packaging Holding Co. VOLV.B ARM ALV BWA CVGI DLPH GNTX HAR JCI MEI MODI NAV PCAR STRT TOWR WBC AYI AMWD FBHS HNI SSD NX ATR AVY BLL BMS CCK GPK
Littelfuse Inc. LFUS Plexus Corp. PLXS Internet / Interactive Entertainment Activision Blizzard, Inc. Amazon.com Digital River, Inc. eBay Inc. Electronic Arts, Inc. Gamestop Corp. Google, Inc. Liquidity Services, Inc. Shutterfly, Inc Take-Two Interactive Software, Inc. TechTarget, Inc. ValueClick, Inc. Zynga, Inc. IT Services Accenture CIBER, Inc. Cognizant Technology Solutions Infosys Technology Ltd. Syntel Inc. Process Technology Agilent Technologies, Inc. AMETEK, Inc. Badger Meter, Inc. CLARCOR, Inc. Cognex Corporation Danaher Corporation Donaldson Company, Inc. ESCO Technologies Inc. FARO Technologies, Inc. Landauer, Inc. Mettler-Toledo Intl, Inc. Mine Safety Appliances Company Mistras Group, Inc. National Instruments Corp. Pall Corporation ATVI AMZN DRIV EBAY ERTS GME GOOG LQDT SFLY TTWO TTGT VCLK ZNGA ACN CBR CTSH INFY SYNT A AME BMI CLC CGNX DHR DCI ESE FARO LDR MTD MSA MG NATI PLL
30

Process Technology (contd) Polypore International, Inc. PPO Rockwell Automation Inc. ROK Tetra Tech, Inc. TTEK Semiconductor Components Altera Corp. Analog Devices, Inc. BCD Semiconductor Manufacturing Ltd. Broadcom Corp. Diodes Incorporated Fairchild Semiconductor Intl, Inc. GSI Technology Intel Corporation InvenSense Inc. Lattice Semiconductor Corp. Micron Technology, Inc. OmniVision Technologies, Inc. ON Semiconductor SanDisk Corporation Sequans Communications S.A. STMicroelectronics NV Texas Instruments, Inc. Xilinx Inc. Supply Chain Technology Checkpoint Systems, Inc. Diebold, Inc. Garmin Ltd. Intermec, Inc. NCR Corporation Plantronics, Inc. ScanSource, Inc. Zebra Technologies Corporation Healthcare/Life Sciences Biotechnology Affymax, Inc. Alexion Pharmaceuticals, Inc. Allscripts Healthcare Solutions, Inc. AMAG Pharmaceuticals, Inc. Amgen, Inc. Amylin Pharmaceuticals, Inc. Array BioPharma Inc. Biogen Idec Inc. BioMarin Pharmaceutical, Inc. Celgene Corporation Cerus Corporation Cubist Pharmaceuticals, Inc. Dendreon Corporation Endocyte, Inc. Gilead Sciences, Inc. Human Genome Sciences, Inc. Incyte Corporation InterMune, Inc. MannKind Corporation NewLink Genetics Corporation Onyx Pharmaceuticals, Inc. Optimer Pharmaceuticals, Inc. Regeneron Pharmaceuticals Theravance, Inc. Trius Therapeutics, Inc. Vertex Pharmaceuticals, Inc. Distribution & Services Accretive Health, Inc. AmerisourceBergen Corporation Athenahealth Inc. Cardinal Health, Inc. Cerner Corporation Charles River Laboratories Covance Inc. ICON plc McKesson Corporation MedAssets, Inc. Merge Healthcare Inc. Owens & Minor, Inc. PAREXEL International Corp. PSS World Medical, Inc. Quality Systems, Inc. Facilities & Services Addus HomeCare Corp. Alliance HealthCare Services Almost Family, Inc. Amedisys, Inc. AmSurg Corporation Community Health Systems, Inc. AFFY ALXN MDRX AMAG AMGN AMLN ARRY BIIB BMRN CELG CERS CBST DNDN ECYT GILD HGSI INCY ITMN MNKD NLNK ONXX OPTR REGN THRX TSRX VRTX AH ABC ATHN CAH CERN CRL CVD ICLR MCK MDAS MRGE OMI PRXL PSSI QSII ADUS AIQ AFAM AMED AMSG CYH ALTR ADI BCDS BRCM DIOD FCS GSIT INTC INVN LSCC MU OVTI ONNN SNDK SQNS STM TXN XLNX CKP DBD GRMN IN NCR PLT SCSC ZBRA Facilities & Services (contd) DaVita, Inc. Gentiva Health Services, Inc. HCA Holdings, Inc. Health Management Associates, Inc. HealthSouth Corporation LHC Group, Inc. LifePoint Hospitals, Inc. Select Medical Holdings Corporation StoneMor Partners LP Tenet Healthcare Corp. Triangle Capital Corp. Universal Health Services, Inc. Vanguard Health Systems, Inc. Life Sciences & Diagnostics Affymetrix, Inc. BG Medicine, Inc. Cepheid Clarient, Inc. Exact Sciences Corp. Gen-Probe Incorporated Illumina, Inc. Life Technologies Corp. Meridian Bioscience, Inc. PerkinElmer, Inc. QIAGEN N.V. Sigma-Aldrich Corporation TECHNE Corp. Thermo Fisher Scientific Waters Corporation Medical Technology The Cooper Companies DENTSPLY International Inc. Exactech, Inc. Henry Schein, Inc. Patterson Companies, Inc. Sirona Dental Systems, Inc. Stryker Corporation Varian Medical Systems, Inc. Wright Medical Group, Inc. Young Innovations Inc. Zimmer Holdings, Inc. Specialty Pharmaceuticals Acorda Therapeutics Alkermes Inc. Achillion Pharmaceuticals Inc. Forest Laboratories Inc. Shire plc Financials Community Banks Associated Banc-Corp Bank of Hawaii Corporation Bank of Kentucky Financial Corporation Cardinal Financial Corp. Fidus Investment Corp. First Financial Bancorp FirstMerit Corporation First Midwest Bancorp, Inc. First PacTrust Bancorp, Inc. IBERIABANK Corporation Independent Bank Corp. Main Street Capital Corporation MB Financial, Inc. New Mountain Finance Corporation Pinnacle Financial Partners, Inc. PennantPark Investment Corp. PrivateBancorp, Inc. Prosperity Bancshares Inc. Regions Financial Corp. Sandy Spring Bancorp, Inc. S.Y. Bancorp, Inc. Union First Market Bankshares Wintrust Financial Corporation Regional Banks Bank of America BB&T Corp. Comerica, Inc. Fifth Third Bancorp Huntington Bancshares Inc. JP Morgan Chase & Co. KeyCorp M&T Bank Corp. PNC Financial Services SunTrust Banks Inc. DVA GTIV HCA HMA HLS LHCG LPNT SEM STON THC TCAP UHS VHS AFFX BGMD CPHD CLRT EXAS GPRO ILMN LIFE VIVO PKI QGENF SIAL TECH TMO WAT COO XRAY EXAC HSIC PDCO SIRO SYK VAR WMGI YDNT ZMH ACOR ALKS ACHN FRX SHPGY Regional Banks (contd) Synovus Financial Corp. U.S. Bancorp Wells Fargo & Company Zions Bancorporation Real Estate Real Estate Alexandria Real Estate Ashford Hospitality Trust Inc. BioMed Realty Trust, Inc. Chesapeake Lodging Trust Choice Hotels International, Inc. Cousins Properties, Inc. DiamondRock Hospitality Co. Douglass Emmett Duke Realty Corp. FelCor Lodging Trust, Inc. Franklin Street Properties Corp. HCP, Inc. Health Care REIT Inc. Healthcare Realty Trust Inc. Hersha Hospitality Trust Host Hotels & Resorts Hyatt Hotels Corporation Intercontinental Hotels Group PLC Kilroy Realty Corporation LaSalle Hotel Properties Liberty Property Trust Marcus Corporation Marriott International, Inc. Parkway Properties, Inc. Pebblebrook Hotel Trust Red Lion Hotels Corporation Senior Housing Properties Trust Starwood Hotels & Resorts Worldwide Sunstone Hotel Investors, Inc. Supertel Hospitality, Inc. Terreno Realty Corporation Thomas Properties Group, Inc. Ventas, Inc. REITs American Campus Communities, Inc. Associated Estates Realty Corp. AvalonBay Communities, Inc. Camden Property Trust Corporate Office Properties Trust EastGroup Properties, Inc. Education Realty Trust, Inc. Essex Property Trust, Inc. Extra Space Storage Inc. First Potomac Realty Trust Highwoods Properties, Inc. Home Properties, Inc. Investor Real Estate Trust Mid-America Apartment Communities Public Storage, Inc. Realty Income Corporation Regency Centers Corporation Saul Centers, Inc. Sovran Self Storage, Inc. Summit Hotel Properties, Inc. U-Store-It Trust UDR, Inc. Washington Real Estate Invst. Trust Weingarten Realty Investors ARE AHT BMR CHSP CHH CUZ DRH DEI DRE FCH FSP HCP HCN HR HT HST H IHG KRC LHO LRY MCS MAR PKY PEB RLH SNH HOT SHO SPPR TRNO TPGI VTR ACC AEC AVB CPT OFC EGP EDR ESS EXR FPO HIW HME IRET MAA PSA O REG BFS SSS INN YSI UDR WRE WRI SNV USB WFC ZION
ASBC BOH BKYF CFNL FDUS FFBC FMER FMBI FPTB IBKC INDB MAIN MBFI NMFC PNFP PNNT PVTB PRSP RF SASR SYBT UBSH WTFC BAC BBT CMA FITB HBAN JPM KEY MTB PNC STI
Note: Coverage list is as of March 31, 2012.
31
Investment Banking Contact List

Steven G. Booth Head of Investment Banking 414.298.7661 sbooth@rwbaird.com Rodney L. Tyson Managing Director Chief Operating Officer 312.609.4984 rtyson@rwbaird.com
Services Brian S. Doyal Managing Director +1.312.609.4916 bdoyal@rwbaird.com Christopher W. Hildreth Managing Director +1.312.609.4937 childreth@rwbaird.com Howard P. Lanser Managing Director +1.312.609.5478 hlanser@rwbaird.com John R. Lanza Managing Director +1.414.298.7669 jlanza@rwbaird.com Breton A. Schoch Managing Director +1.312.609.4965 bschoch@rwbaird.com Andrew K. Snow Managing Director +1.312.609.4972 asnow@rwbaird.com Daniel M. Alfe Director +1.312.609.4922 dalfe@rwbaird.com Kiran Paruchuru Director +1.414.298.7642 kparuchuru@rwbaird.com Ross W. Williams Director +1.414.298.6235 rwilliams@rwbaird.com Consumer Paul T. Rogalski Managing Director +1.312.609.4912 progalski@rwbaird.com Christopher Harned Managing Director +1.414.765.3908 charned@rwbaird.com Jason Abt Managing Director +1.415.627.3215 jabt@rwbaird.com Andrew Martin Managing Director +1.704.553.6615 amartin@rwbaird.com Nicholas Pavlidis Managing Director +1.312.609.4977 npavlidis@rwbaird.com Joe Pellegrini Managing Director +1.704.553.6612 jpellegrini@rwbaird.com Christopher J. Sciortino Managing Director +1.312.609.4923 csciortino@rwbaird.com Kurt Roth Director +1.312.609.4689 kroth@rwbaird.com Industrial Paul T. Rogalski Managing Director +1.312.609.4912 progalski@rwbaird.com Christopher C. McMahon Managing Director Head of Global M&A +1.312.609.4983 cmcmahon@rwbaird.com Brian P. McDonagh Managing Director Co-Head of M&A +1.704.553.6611 bmcdonagh@rwbaird.com Joel A. Cohen Managing Director +1.312.609.4924 jcohen@rwbaird.com Stephen B. Guy Managing Director +1.414.765.7247 sguy@rwbaird.com Trisha K. Hansen Managing Director +1.414.765.3521 tkhansen@rwbaird.com Thomas W. Lacy Managing Director +1.414.298.7648 tlacy@rwbaird.com Thomas E. Lange Managing Director +1.813.273.8248 tlange@rwbaird.com Joseph T. Packee Managing Director +1.414.298.7644 jpackee@rwbaird.com Justin T. Albert Director +1.312.609.4995 jalbert@rwbaird.com Christian Colucci Director +1.312.609.4475 ccolucci@rwbaird.com Real Estate Steven Goldberg Managing Director +1.703.918.7808 sgoldberg@rwbaird.com Rick Conklin Managing Director +1.312.609.5480 rconklin@rwbaird.com James OBrien Managing Director +1.703.918.7814 jobrien@rwbaird.com Jeff Rogatz Managing Director +1.703.918.7823 jrogatz@rwbaird.com Justin Glasgow Director +1.703.821.5763 jglasgow@rwbaird.com Lindsey Houser Director +1.704.553.6610 lhouser@rwbaird.com Technology Greg Ingram Managing Director +1.415.627.3279 gingram@rwbaird.com John Moriarty Managing Director +1.650.424.3811 jmoriarty@rwbaird.com Louis Draper Managing Director +1.650.858.3821 ldraper@rwbaird.com Stephen B. Guy Managing Director +1.414.765.7247 sguy@rwbaird.com Michael Horwitz Managing Director +1.415.627.3284 mhorwitz@rwbaird.com Brian Sapp Director +1.415.627.3288 bsapp@rwbaird.com Energy Richard F. Waid Vice Chairman +1.404.264.2210 rwaid@rwbaird.com Curtis Goot Managing Director +1.314.445.6540 cgoot@rwbaird.com Frank Murphy Managing Director +1.314.445.6532 fmurphy@rwbaird.com John R. Lanza Managing Director +1.414.298.7669 jlanza@rwbaird.com Jim Penilla Director +1.314.445.6536 jpenilla@rwbaird.com Healthcare Brian S. Doyal Managing Director +1.312.609.4916 bdoyal@rwbaird.com Benjamin A. Brown Director +1.414.298.7013 bbrown@rwbaird.com Ryan Mausehund Director +1.650.858.3817 rmausehund@rwbaird.com Chad W. Moore, CPA, CFA Director +1.312.609.5475 cmoore@rwbaird.com Financial Institutions Mark C. Micklem Managing Director +1.703.821.5787 mmicklem@rwbaird.com Financial Sponsors C. Christopher Coetzee Managing Director +1.312.609.4913 ccoetzee@rwbaird.com Leslie Cheek IV Managing Director +1.617.426.5789 lcheek@rwbaird.com Thomas W. Lacy Managing Director +1.414.298.7648 tlacy@rwbaird.com Jeffrey M. Seaman Managing Director +1.312.609.4687 jseaman@rwbaird.com David M. Wierman Managing Director +1.404.264.2211 dwierman@rwbaird.com Mergers & Acquisitions Christopher C. McMahon Managing Director Head of Global M&A +1.312.609.4983 cmcmahon@rwbaird.com Brian P. McDonagh Managing Director Co-Head of M&A +1.704.553.6611 bmcdonagh@rwbaird.com Christopher Harned Managing Director +1.414.765.3908 charned@rwbaird.com Howard P. Lanser Managing Director +1.312.609.5478 hlanser@rwbaird.com J. David Cumberland, CFA Director, M&A Research +1.312.609.5429 dcumberland@rwbaird.com Equity Capital Markets Peter S. Kies Managing Director +1.414.765.7262 pkies@rwbaird.com Greg Ingram Managing Director +1.415.627.3279 gingram@rwbaird.com Rick Conklin Managing Director +1.312.609.5480 rconklin@rwbaird.com Lance R. Lange Managing Director +1.414.765.7079 llange@rwbaird.com Gary R. Placek Managing Director +1.414.765.3611 gplacek@rwbaird.com Corporate Restructuring William G. Welnhofer Managing Director +1.312.609.5476 bwelnhofer@rwbaird.com Europe London John A. Fordham Chairman of Baird International +44.207.667.8438 jfordham@rwbaird.com David M. Silver Managing Director Head of European Investment Banking +44.207.667.8216 dsilver@rwbaird.com Nicholas R. Sealy Managing Director Co-Head, European Investment Banking +44.207.667.8370 nsealy@rwbaird.com Paul Bail Managing Director +44.207.667.8271 pbail@rwbaird.com Vinay Ghai Managing Director +44.207.667.8225 vghai@rwbaird.com Jonathan Harrison Managing Director +44.207.667.8414 jjharrison@rwbaird.com Frankfurt Joachim Beickler Managing Director +49.69.13.01.49.51 jbeickler@rwbaird.com Michael Wolff Managing Director +49.69.13.01.49.49 mwolff@rwbaird.com Asia Shanghai Anthony Siu Managing Director Head of Asia Investment Banking +86.21.6182.0980 asiu@rwbaird.com.cn
Richard F. Waid Vice Chairman 404.264.2210 rwaid@rwbaird.com
C.H. Randolph Lyon Vice Chairman 312.609.4931 rlyon@rwbaird.com
Robert W. Baird Limited is authorized and regulated by the Financial Services Authority.
32
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 2012 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 report 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. 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.
33

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International Locations*
Frankfurt Neue Mainzer Strasse 28 60311 Frankfurt Germany 011.49.69.13.01.49.0 Hong Kong Suite 3304, 33/F Bank of America Tower No.12 Harcourt Road Central, Hong Kong 011.852.2827.8822 London Mint House 77 Mansell Street London E1 8AF UK 011.44.207.488.1212 Shanghai Rm 42-022, 42/F, Hang Seng Bank Tower No.1000 Lujiazui Ring Road Pudong Shanghai 200120, China 011.86.21.6182.0980
*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. 2012 Robert W. Baird & Co. Incorporated.

Global Ma Monthly April 2012

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Global Ma Monthly April 2012

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M&A Market Analysis

Global M&A Monthly

Kyle J. Borkowski M&A Market Analyst kborkowski@rwbaird.com +1.312.609.7011

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

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

Baird U.S. Equity Research Coverage ............................................................... 28

Investment Banking Contact List ..................................................................... 32

Please refer to Appendix Disclaimers and Other Disclosures on page 33.

Global M&A Commentary

Relative Performance of Global Market Indices

Nikkei 225 12.0% 0.5% (1.4%) (2.2%) (10.8%)

Robert W. Baird & Co.

Global M&A Activity

$2,000 8,302 7,832 $1,000 $0

2003 18,353 189 8,954 9,210 $1,152

2004 20,861 287 10,227 10,347 $1,666

2005 24,379 376 11,999 12,004 $2,345

2006 28,579 503 13,267 14,809 $3,100

2007 32,678 615 14,663 17,400 $3,383

2008 30,002 321 13,367 16,314 $2,003

2009 25,779 239 11,265 14,275 $1,582

2010 30,385 385 14,161 15,839 $2,050

2011 33,280 337 14,005 18,938 $1,939

3/11 YTD 8,302 88 3,435 4,779 $482

3/12 YTD 7,832 82 2,930 4,820 $406

Global Middle-Market M&A Activity

11,999 8,997 8,954 10,227

2002 # of Transactions Middle-Market # of Transactions $500M $1B 8,997 194

2003 8,954 204 1,212 7,538 $540

2004 10,227 289 1,536 8,402 $702

2005 11,999 315 1,855 9,829 $822

2006 13,267 448 2,149 10,670 $1,004

2007 14,663 539 2,403 11,721 $1,146

2008 13,367 304 1,693 11,370 $778

2009 11,265 220 1,245 9,800 $572

2010 14,161 344 1,719 12,098 $800

2011 14,005 356 1,913 11,736 $875

3/11 YTD 3,435 98 426 2,911 $212

3/12 YTD 2,930 71 371 2,488 $170

Robert W. Baird & Co.

Global M&A Deal Statistics

Number of Deals March

Deal Value March

Number of Deals YTD

Deal Value YTD

Robert W. Baird & Co.

Global Middle-Market M&A Deal Statistics

Number of Deals March

Deal Value March

Number of Deals YTD

Deal Value YTD

Robert W. Baird & Co.

U.S. M&A Commentary

Robert W. Baird & Co.