Open for Business: Outlook for European M&A Remains Positive Despite Geopolitical Headwinds

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Open for Business:
Outlook for
European M&A
Remains Positive
Despite Geopolitical
Headwinds
Geopolitical uncertainty and escalating trade tensions have
                                                                                                                    Despite Brexit, the UK is still the
  combined to add additional layers of complexity and risk to                                                       no.1 destination for US-EU
  the dealmaking process in recent years. Through this                                                              inbound M&A, representing
  tumultuous period, however, cross-border M&A deal flow                                                            almost 40 percent of EU deals
                                                                                                                    each year.
  has remained surprisingly resilient. Dealmakers with a
  long-term outlook and a willingness to look beyond the                                                            China-EU inbound M&A has fallen
  headlines have found ways to navigate these issues.                                                               by 50 percent since 2016, but is
                                                                                                                    expected to recover.
  In this report, our M&A partners, trade lawyers and senior
  dealmakers at global companies share their thoughts on                                                            Tech, health care and financial
                                                                                                                    services deals make up over
  how Brexit, trade disputes and the upcoming US election                                                           50 percent of the global M&A
  are reshaping the deal landscape. We also offer our M&A                                                           market by value.
  predictions for 2020/2021 and explain how thoughtful
  preparation means deals will keep getting done.

                                   Fig. 1: Inbound M&A Deals from US Buyers (Top 5 EU Countries by Number)

   500

   400

   300

   200

   100

     0
         2009          2010           2011            2012           2013            2014           2015           2016      2017        2018       2019

                                                     United Kingdom          Germany          France       Spain     Italy

                         Fig. 2: Inbound European M&A Deal Closures from US and China (by Number and Value)
Number                                                                                                                                                Value ($m)

  1400                                                                                                                                                       250k

    1 2 5 6 3 9 11 16 39 6 9
  1200
                                                                                                                                                             200k
  1000

                                                                                                                                                             150k
   800

   600                                                                                                                                                       100k

   400
                                                                                                                                                              50k
   200

     0                                                                                                                                                         0
         2009          2010           2011            2012           2013            2014           2015           2016      2017        2018       2019

      US-EU M&A Deals by Number                  China-EU M&A Deals by Number                  US-EU M&A Deals by Value        China-EU M&A Deals by Value

   Fig. 1 and 2 Source: S&P Global Market Intelligence (and its affiliates, as applicable), 2020.
UK Open for Business: Decisive
Election Points to Active M&A in 2020
A decisive election outcome has created new political stability with a business-friendly
government. M&A activity is likely to increase as a result.

A wave of pent-up deal activity is        Deals like the potential £2 billion         Historically the UK has accounted
expected to come to market in 2020        sale of Electricity North West              for 30-40 percent of all US inbound
following the decisive result of the      broke down as the business was at           M&A into Europe each year, with
2019 general election.                    risk of nationalisation if Labour won.      Germany and France distant
                                          Deal activity in the utility and            runners-up. Perhaps surprisingly, the
The emergence of a strong,                infrastructure sectors and others,          UK’s clear lead for US inbound M&A
business-friendly government has          such as technology, media and               was not dented by the recent political
provided a clearer economic and           telecommunications, and health care,        uncertainty.
political backdrop for investment         should rebound with state ownership
decisions after three years of            off the table.
political instability.
                                                                                               Despite all the noise about
                                          Financial services could also see
                                          M&A increase, with companies better         Brexit, the thing that kept most
         There is an M&A backlog,         positioned to organise their British        deal makers up at night was the
                                          and European operations. “Financial         prospect of a Corbyn government.”
as some deals went on hold before
                                          services companies in Europe and
the election. This bodes well for         the UK took steps to manage the risk        —European head of global PE house
activity in 2020 as buyers and            of a no-deal Brexit, but with the
sellers return to the market.”            uncertainty around the timing and
                                          terms of the UK exit, it was difficult to   Looking ahead, evidence suggests
—Gavin Weir                              make big, long-term decisions,” says        that the UK will continue to outpace
  Akin Gump M&A partner, London           a senior executive at a global              Europe given the UK’s dominance in
                                          FTSE-listed financial institution. “My      European financial markets. Even
                                          expectation is that financial services      with a protracted EU-UK trade
Post-Brexit clarity                                                                   negotiation, investors will take a
                                          companies in the UK and Europe
With an 80-seat majority, Prime                                                       longer term view given the UK’s
                                          will buy and sell assets to secure
Minister Boris Johnson has the                                                        renewed political stability.
                                          business continuity on both sides of
political clout to negotiate a new free
                                          the Channel.”
trade agreement with the EU in one                                                    With the emergence of the “strong
shape or another, or agree an                                                         and stable” government of which
extension to the transition period if                                                 Theresa May once dreamed, it seems
necessary. Dealmakers are relieved                The sterling/dollar                 that the UK’s M&A market is open for
that the immediate prospect of a          exchange rate has held below                business and poised for more deals in
no-deal Brexit or prolonged delay has     the long-term average, making               2020.
receded. Perhaps surprisingly, UK
                                          the UK a very attractive
M&A deal activity has remained
relatively stable since 2016, although    market for M&A.”
                                                                                              We’re seeing a lot more
there was a noticeable dip towards
the end of 2019.                          —Senior principal of a global              shareholder activism. Activists
                                            PE house                                  will increasingly influence,
Deals that were abandoned or
                                                                                      and in many cases drive, UK and
delayed are now far more likely to go
ahead. Private equity firms are more      Outlook                                     European M&A deals.”
confident too, as a clearer post-Brexit   Political stability will also sustain
                                          inbound investment into the UK,             —Vance Chapman
roadmap puts new deals back on the
                                          particularly from the US. US-backed           Akin Gump M&A partner, London
radar for sponsors.
                                          M&A in the UK remained strong after
The election result also removes the      the 2016 referendum, as US
                                                                                         Akin Gump outlook:
uncertainty of a far less business-       dealmakers arbitraged softer sterling
friendly regime under a Jeremy            to buy UK assets at lower dollar               Very positive
Corbyn government, including an           valuations.
extensive nationalisation programme.
How Geopolitics is Reshaping
Global M&A
Global trade tensions and political turbulence contributed to a decline in deal activity in
2019, but even though M&A now involves additional layers of geopolitical and regulatory
complexity, deals are getting done.

International trade conflicts and political   However, dealmakers who have taken            Outlook
uncertainty have impacted global              time to find workable solutions have          Signs of trade conflicts de-escalating
M&A, which saw a double-digit dip             continued to close large cross-border         also offer comfort. The new United
in 2019.                                      transactions regardless. US private           States–Mexico–Canada Agreement
                                              equity bids for UK defence contractor         (USMCA) trade deal is expected to
Analysis of trade tensions, political         Cobham and satellite company                  come into play this year, and
risk and tougher foreign investment           Inmarsat, for example, were cleared           opportunities to reset relations with
regimes now rivals competition law            by regulators following initial ministerial   China and broker EU-UK and US-UK
considerations in strategic importance.       intervention.                                 trade deals are possibilities. And at
                                                                                            some stage China will emerge from
                                              Indeed, despite trade stand-offs and
                                                                                            its recent slump and refocus on
         The sell-side has to do              tougher rules governing foreign-
                                                                                            outbound M&A.
                                              backed M&A, cross-border deal
a lot more homework when
                                              activity has been relatively resilient in
preparing an asset including                  the last few years. Transatlantic deal
anticipating potential regulatory             activity is more than double 2009                       The turn of the year
hurdles and ideally pre-empting               levels; and while Chinese investment          brought substantial progress, with
                                              into the US and Europe has slid
any buy-side concerns so as                   from 2016 highs, this is arguably as          a US-China trade deal and the
to attract the widest pool of                 much to do with Chinese domestic              USMCA. 2020 will remain exciting,
potential buyers. Deals may take              political and economic conditions as
                                              it is with wider geopolitical tensions.
                                                                                            with a US pivot to the EU, UK and
longer to get done, but they
                                              China will always be on the lookout for       WTO.”
will get done.”                               investments that fit with its very
                                              long-term strategic interests, including      —Clete Willems
—Davina Garrod                                                                               Akin Gump international trade partner,
                                              the Belt and Road initiative.
  Akin Gump competition partner, London                                                       Washington, D.C.

Navigating the increasing complexities                 Asia is a key strategic              Protectionist leanings of governments
of trade and merger control regimes           market for our business. We will              across Europe and the US still
has become increasingly important to                                                        present headwinds for dealmakers in
                                              continue to look at deals that
M&A deal processes, especially as a                                                         the short to medium term.
result of complex sanctions regimes           support this strategy. You have to
imposed on Russia, Iran and Iraq.             factor in more complex dynamics,              However, with good preparation
                                              but these are not deal breakers.”             and advice, these headwinds are
                                                                                            navigable.
        Dealmakers are used                   —FTSE-100 executive
to the new reality and will speak
to trade lawyers much earlier.                An executive at a listed industrial
                                              distributor adds: “Our business relies            Akin Gump outlook:
There is recognition that the
process is more complex, but                  on complex global supply chains.                  Positive
                                              We had to look at the impact of tariffs
if you address issues early, deals            on margins and security of supply.
will close.”                                  But there are long-term objectives
                                              that direct our M&A strategy, like
—Sebastian Rice                              digitalisation. We will work around the
  Akin Gump M&A partner, London               complexities when necessary.”
Transatlantic Dealmakers Remain Upbeat
as US Faces Presidential Election Choice
President Trump’s trade strategy hasn’t always sat well with dealmakers, but M&A activity
has increased during his time in office. With Democrat presidential candidates offering an
alternative approach, the November poll will influence M&A through 2020.

Despite the market uncertainty caused                     has also outlined proposals to prioritise
by his administration’s aggressive                        worker severance pay over investment
                                                                                                              The US M&A market has
global trade strategy, US and                             capital in the event of bankruptcy; tax
transatlantic M&A activity has thrived                    any fees that funds take from portfolio     been very strong for the last
under Donald Trump’s presidency.                          companies at 100 percent; and make          several years. In spite of global
                                                          managers personally liable for the          trade and political volatility, the
US domestic deal activity is up and                       debts of companies they back. This
transatlantic deal flow has sustained                                                                 strong US economy and bullish
                                                          could have a chilling effect on buyouts.
high levels since Trump’s 2016 election.                                                              equity markets have been
                                                                                                      particularly helpful to strategic
  Fig. 3: US Deals by Industry Sector                              Private equity firms are           buyers. Private equity has been
             and Deal Value                               sitting on record amounts of dry            very active, doing more, albeit
                                                          powder and the US M&A market is             somewhat smaller deals.”
                                                          competitive and fully priced. Over
                                                                                                      —Jeff Kochian
                                                          the next year the boost to US M&A             Akin Gump M&A partner, New York
         2015                       2019
                                                          from the Trump administration’s
                                                          tax cuts will level off too. These
                                                                                                      “The election cycle does add a layer
                                                          factors will see American                   of uncertainty, but we will not miss
                                                          dealmakers looking further afield           out on the chance to acquire a key
Fig. 4: China Deals by Industry Sector                                                                strategic target because of that,” an
            and Deal Value                                for value.”
                                                                                                      executive at a London-listed company
                                                          —Managing director of global               with a large US revenue base says.
                                                            investment bank                           “Policies typically veer to the
                                                                                                      extremes in the primaries and then
         2015                       2019                                                              tack back to centre”.
                                                          A Warren or Sanders victory could
                                                          also have consequences for                  Sectors such as health care, energy
                                                          wider transatlantic M&A, as their           and technology may be more
                                                          positions on international trade and        exposed to a pre-poll deal dip, as
   Health care                    Financials              globalisation are even more inward          these are the areas where a
   Tech and Comms                 Industrials             than that of Trump. This would              Democrat victory could see the
   Energy                                                 make a post-Brexit free trade               biggest changes to pricing, taxation
                                                          agreement with the UK more difficult        and regulation. However, overall
Fig. 3 and 4 Source: S&P Global Market
                                                          to negotiate, with knock-on impacts         favourable deal fundamentals should
Intelligence (and its affiliates, as applicable), 2020.
                                                          for transatlantic deals.                    override political volatility.

A Trump victory in 2020 is likely to                      Outlook
extend this streak of strong M&A                          Given the strength of the US economy                 There’s uncertainty
activity. However, stark differences                      and the record amount of dry powder
                                                                                                      building ahead of the US election
between his policy agenda and                             available to buyout firms, dealmakers
those of the Democrat candidates are                      will not be able to sit on their hands      and dealmakers will be hoping for
set to emerge, which will add a layer                     awaiting the poll result.                   a result that provides stability on
of uncertainty to deal activity.                                                                      taxation, foreign policy and trade
                                                          Investors will be working scenarios
For example, if Joe Biden wins the                        for various outcomes into investment        strategy. M&A investors will
nomination he will campaign on a                          cases. Private equity investors could       want to know where we are going
more moderate platform, but should                        move to accelerate realisations ahead       to be in the months and years
Elizabeth Warren or Bernie Sanders                        of the election to de-risk portfolios in
                                                          anticipation of a potential Warren or       after the election.”
progress, the risk of deal disruption
will heighten materially.                                 Sanders presidency. Large corporates,
                                                                                                      —Senior M&A advisor at global
                                                          meanwhile, will be more cautious
                                                                                                        investment bank
An Elizabeth Warren victory would be                      before moving in on large, long-term
of particular concern to US private                       strategic deals until after the election,
equity firms. In July 2019 Warren gave                    but not at the risk of losing assets to         Akin Gump outlook:
a speech accusing buyout dealmakers                       competitors.
of “bleeding” companies dry. Warren
                                                                                                          Very positive
Sources: Fig. 1, 2, 3 and 4

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