Acquirer: Royal Bank of Canada

Target: City National Bank

Announced Total Value (mil.) 5608.68

Payment Type Cash and Stock
TV/EBITDA 37.64
Deal Status Completed
Acquirer Price Earnings Ratio (P/E) 12.625
Acquirer Price to Book Ratio 2.15
Acquirer Price/Cash Flow 3.29
Cash Terms 90.0570/sh.
Stock Terms 1.5755 Aqr sh./Tgt sh.

Synergy Advantages
Most comprehensive set of advanced embedded solutions
Deep end-market expertise of the two companies
Solidified Renesas position as a leading global supplier delivering advanced
embedded systems to customers

Advisors
JP Morgan, RBC Capital Markets acted as financial advisors of RBC; Bank of America Merrill
Lynch, Sandler O'Neill & Partners acted as financial advisors of the target.
Freshfields Bruckhaus Deringe, Osler Hoskin & Harcourt LLP, Sullivan & Cromwell acted as the
legal advisors of RBC, while Wachtell Lipton Rosen & Katz acted as the same for the target.
Transaction Summary
The parent of City National Bank, the largest bank with headquarters in Los Angeles and a
fixture in the wealth-management and entertainment industries, has agreed to be
purchased by Royal Bank of Canada for $5.4 billion, the firms announced Thursday.
RBC will purchase City National for $2.7 billion in cash and 44 million RBC shares, the firms
said. City National shareholders will get $47.25 in cash and .7489 shares of RBC common
stock for each share of City National common stock.
The deal values City National stock at $93.80 a share, a 26% premium above Wednesday's
closing stock price of $74.57

Analysis
1. Creates a powerful expansion platform for focused long-term growth in the country which
we view as our second home market. City National serves high net worth and commercial
client segments in select high-growth markets, and represents a unique opportunity to
complement and enhance our existing U.S. businesses and product offering.
2. RBC supports City Nationals community reinvestment program, and both RBC and City
National are committed to making a meaningful, positive difference in the communities
they serve. City National also has a strong leadership team and its employees are focused
on building deep, long-lasting relationships with their clients.
3. City Nationals private banking and wealth management capabilities will enable us to offer
a broader product suite to the 340,000 U.S. households served by our U.S. Wealth
Management unit. It also has industry specialties which complement our strong U.S. Capital
Markets franchise. Its leadership has a proven track record of strong performance and we
are confident this transaction will create significant long-term value for RBCs shareholders
4. City National remains a top provider of financial services to Hollywood and the broader
entertainment industry, catering to the hip-hop scene in Atlanta, country music in Nashville
and serving as the banker for Broadway shows, including the hit "The Book of Mormon." It
also is the official bank of the Tony Awards.
Acquirer: Mitsubishi UFJ
Target: Bank of Ayudhya

Announced Total Value (mil.) 5610

Payment Type Stock
TV/EBITDA 11.54
Deal Status Completed
Acquirer Price Earnings Ratio (P/E) 18.6
Acquirer Price to Book Ratio 2.6
Acquirer Price/Cash Flow 11.2
Stake Acquired 25.33

Synergy Advantages

Through the contemplated strategic investment in Krungsri, BTMU aims to:

(1) Establish a full-fledged commercial banking platform in Thailand

and respond to various customers needs with comprehensive
financial services;

(2) Accelerate Asian growth strategy through the expansion of retail

and SME banking business along with further expansion of
corporate banking business;

(3) Provide high-value financial services to a variety of clients by

mutually complementing each other, namely the use of Krungsri's
local franchise and BTMU's global expertise, retaining current solid
operational platforms; and
 (4) Accelerate expansion of business in Greater Mekong with high
growth potential driven by the establishment of ASEAN Economic
Community (AEC) in 2015 by leveraging Krungsri as a platform.

Transaction Summary
(1) Offerer of the VTO
The Bank of Tokyo Mitsubishi UFJ, Ltd.

(2) Target of the VTO

Bank of Ayudhya Public Company Limited

(3) VTO Price

THB 39 per share

(4) Expected Timeline of the VTO

Aiming to launch early November, 2013 and close December, 2013

(5) Number of Shares to be Purchased by BTMU

Assuming that the Ratanarak Group currently does not plan to tender their Krungsri shares
(approximately 25% of Krungsri's total outstanding shares), BTMU will purchase a
maximum of approximately 75% of Krungsri's total outstanding shares in this VTO. Any
minimum or maximum acceptance condition will not be set up for this VTO.

(6) Change in the Percentage of Krungsri Shares Held by BTMU as a Result of this VTO
Percentage of shares held by BTMU prior to this VTO: 0%
Percentage of shares held by BTMU after this VTO: approximately 75% (in the event that
all of Krungsri's shares except the shares held by the Ratanarak Group are tendered and
purchased)

(7) Funds required for the VTO (in the event that all of Krungsri's shares except the shares
held by the Ratanarak Group are tendered and purchased)
Approximately JPY560 billion (calculated based on the currency exchange rate of
THB1=JPY3.16)
Advisors
Acquirer Financial Adviser Bank of America Merrill Lynch, Phatra Securities PCL
Target Financial Adviser Deutsche Bank
Seller Financial Adviser Morgan Stanley

Analysis
1. The acquisition of Aeroflex is expected to have neutral impact on underlying earnings
in the current year. Expected returns will beat Cobham's cost of capital in the third full
year of ownership. Cobham expects the ratio of Net Debt/EBITDA of the enlarged
Group at closing to be approximately 2.5x, with a target Net Debt/EBITDA ratio for the
year ending 2015 of approximately 2.1x.
2. Cobham proposes to finance the Acquisition, which includes the refinancing of existing
debt facilities of Aeroflex, through bank facilities. In order to maintain an appropriate
level of gearing, the acquisition financing will include the proceeds of an equity placing
of up to approximately 6 % of Cobham's current issued share capital.
3. Analyzing the financial statements of Cobham of 2014 & 2015, PAT has drastically
decreased on account of reconciliation of business acquisition. However, the revenue
in 2015 has increased by more than 10%, which indicates that the acquisition has
resulted in expanding the business revenues.

Prospects for the Future

We will, if required, disclose financial impact of this investment in Krungsri affecting
MUFG's or BTMU's consolidated performance for the fiscal year ending March 2014
at the appropriate time. Krungsri's consolidated net income for the fiscal year ending
December 2012 (THB 14.6 billion) accounts for approximately 5.2% of the combined
amount both of MUFG's consolidated net income (JPY 852.6 billion) for the fiscal year
ending March 2013 and the aforementioned Krungsri's consolidated net income
(calculated based on the currency exchange rate of THB1=JPY3.16).