Transaction Trends Danish M&A Update - Q4 2020 - EY

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Transaction Trends Danish M&A Update - Q4 2020 - EY
Transaction Trends

Danish M&A Update – Q4 2020
High activity in the Danish M&A market in Q4 2020
After the slowdown in M&A activity in the 1st half of 2020                                 Last twelve months number of transactions by industry in Denmark                                                 Last three years EV/EBITDA by industry in Denmark (median)
                                                                                           Source: Mergermarket                                                                                             Source: Mergermarket
following the COVID-19 outbreak, Q4 2020 not only confirmed
the strong rebound in deal activity seen in Q3 but exhibited high                               Automotive &                                                                                                         Automotive &
                                                                                                                                        27                                                                                                                                        9.9x
growth. The number of announced deals has increased                                            Transportation                                                                                                       Transportation
significantly compared to Q3 2020 and exceeds the Q4 2019                                    Business & Prof.                                                                                                     Business & Prof.
                                                                                                                                            30                                                                                                                                                     13.9x
                                                                                                    Services                                                                                                             Services
level by c. 55%. The strong recovery in deal activity in the 2nd half
                                                                                                     Consumer                                                                                                             Consumer
of 2020 resulted in a higher total number of deals in 2020 than in                                                                     25                                                                                                                                                11.3x
                                                                                                      Products                                                                                                             Products
2019.                                                                                           Engineering &                                                                                                        Engineering &
                                                                                                                                                          52                                                                                                                                       14.2x
                                                                                                 Ind. Products                                                                                                        Ind. Products
During the fourth quarter of 2020, 115       The overall number of deals in the Danish                 Financial                                                                                                            Financial
                                                                                                                                16                                                                                                                                 6.2x
transactions involving Danish companies      market in 2020 was 321 compared to                        Services                                                                                                             Services
have been announced. This is 36 deals        310 in 2019, which is driven by high                  Life Sciences                          29                                                                          Life Sciences       n.a.
more than the previous quarter and 41        activity levels in the 2nd half of 2020
deals more than last         year’s fourth   after a slowdown in deal making during          Power & Utilities                    19                                                                              Power & Utilities                        4.4x
quarter.                                     the   1st   half caused by COVID-19.
                                                                                                    Real Estate                      23                                                                                 Real Estate                                                       11.8x
While the domestic and inbound deals         Deal activity in the beginning of 2021 is
                                                                                                             TMT                                                                        94                                       TMT                                                               14.1x
both increased significantly since Q3        expected to continue the strong trends
2020, there is an even higher growth in      but could be impacted by stricter COVID-       Travel, Leisure &                                                                                                    Travel, Leisure &
                                                                                                                         6                                                                                                                                                           10.7x
                                                                                                     Tourism                                                                                                              Tourism
outbound deals of c. 112%.                   19 regulations or new virus mutations.
                                             During the course of 2021, it will be                                                                                                                         Note: EV/EBITDA by industry are only considering deals where target is based in Denmark.
In terms of transactions by industry, TMT                                                   Number of transactions by transaction type                                                                     EV/EBITDA multiple is not available for Life Science due to low sample size.
                                             interesting      to see if the continued       Source: Mergermarket
had the highest deal activity with 30                                                                                                                                                                                                                                                                 LTM
                                             vaccination of the people in Europe and       120                                                            112                                                                                                                                115         400
deals compared to 23 deals last quarter.                                                                 100
                                             especially Denmark and the associated         100                            91                                               89
Engineering   &    Industrial    Products                                                                                                   83                                                                                                                                                36
                                                                                                                                                           48                                               74              74                                               79                            300
                                             normalisation of everyday life will have a      80           34                                                                                 73                                              69
confirmed high deal activity levels from                                                                                  38                25                             29
                                             positive impact on deal making of if such                                                                                                                                                                       58              30
                                                                                             60                                                                                              29             28              25               21                                               43           200
Q3 2020 with 24 deals in Q4 2020
                                             effects are already fully factored into the                  39                                34             36              39                                                                                27
                                                                                             40                           26
compared to 16 during the last quarter.                                                                                                                                                      24             25              30               29                              32                            100
                                             market.                                         20                                                                                                                                                              13
                                                                                                          27              27                24             28                                                                                                                                 36
                                                                                                                                                                           21                20             21              19               19              18              17
  Transaction Trends, published by EY Strategy and Transactions, is a                          0                                                                                                                                                                                                           0
                                                                                                        1Q18            2Q18             3Q18            4Q18            1Q19             2Q19            3Q19            4Q19             1Q20            2Q20             3Q20            4Q20
  quarterly publication that aims to identify trends in the Danish
                                                                                                                                2018                                                              2019                                                              2020
  transactions market. Data presented in this newsletter covers all
  transactions announced and registered in Mergermarket where                                                                                                          Domestic              Inbound          Outbound             LTM
  Danish companies have participated as either target, buyer or vendor.                    Note: Domestic deals refer to deals where both, target and buyer are based in Denmark. Inbound and outbound deals, on the other hand, refer to deals where a Danish target was acquired or Danish buyers acquired a
                                                                                           foreign target respectively.
                                                                                                                                                                                                                                                          Transaction Trends 1st edition 2021 | 2
Q4 2020 saw several relatively large transactions
Target region – Danish Buyers                                                            Top announced transactions last quarter (by deal value, USDm)
Source: Mergermarket                                                                     Source: Mergermarket, CVR Virk, Capital IQ

                   Q4 2020                                         2020                                                                                                                                                                                                Target
                                                                                         Ann. Date                  Target                        Vendor                                 Buyer                      Deal dom. Industry                Deal value*
                                                                                                                                                                                                                                                                      Turnover
               7% 0%                                           2%
                   1%                                    7%      3%                      18 Nov         RSA Insurance Group Plc       Delisting                            Intact & Tryg Consortium         Financial Services                        USD 9,550m    USD 9,445m

                                                                                                                                      Hellman & Friedman LLC; Bain
                                                                                         15 Nov         Nets A/S                      Capital, LP.; Advent International   Nexi S.p.a.                      Business & Professional Services          USD 9,526m    USD 1,194m
   24%                                                                                                                                Corporation; GIC Private Limited
                                                 18%
                                    51%                                                  14 Dec         Faerch Plast A/S              Advent International Corporation     A.P. Moller Holding A/S          Engineering & Industrial Products         USD 2,307m    USD 454m
                                                                                   55%
                                                                                         15 Dec         HD Ejendomme A/S              Niam AB                              Heimstaden Bostad AB             Real Estate, Hospitality & Construction   USD 1,974m    USD 43m

                                                                                         10 Dec         Molslinjen A/S                Polaris Private Equity               EQT Partners AB                  Automotive & Transportation               USD 1,000m    USD 285m
                                                       15%
           16%                                                                           *Mergermarket definition

          Denmark                         Europe (excl. Nordics)          Asia-Pacific
                                                                                          On 18 November, a consortium of Intact Financial Corporation (“Intact”), a                         On 14 December, Advent International has signed an agreement to sell Faerch
          Nordics (excl. Denmark)         Americas                        Other
                                                                                          Canada-based and listed provider of automobile, home and business                                  Plast A/S to A.P. Moller Holding. A.P. Moller intends to support the company's
                                                                                          insurance; and Tryg A/S (“Tryg”), a Denmark-based and listed non-life                              next growth phase by scaling its tray recycling facilities across Europe,
Buyer region – Danish Targets
Source: Mergermarket                                                                      insurance company, have agreed to acquire RSA Insurance Group Plc (“RSA”),                         accelerating the transition towards mono-PET in Faerch's core market
                                                                                          the UK-based and listed provider of personal and commercial insurance. Intact                      segments, and pursuing further consolidation through M&A.
                   Q4 2020                                         2020
                                                                                          will retain RSA's Canadian, UK and international operations. Tryg will retain
                       3%                                         3%                                                                                                                         On 15 December, Niam AB has agreed to sell HD Ejendomme A/S, one of
              0%                                             5%                           RSA's Swedish and Norwegian businesses whereas both companies will co-
                                                                    1%                                                                                                                       Denmark's leading residential property companies, to Heimstaden Bostad AB,
                   4%                                                                     own RSA’s Danish business.
                                                                                                                                                                                             a subsidiary of Heimstaden AB. The portfolio consists of 6,237 homes and 35
    25%                                          21%                                      On 15 November, Nets A/S and Nexi S.p.A have agreed on an all share                                commercial units geographically spread in Denmark.
                                    44%                                                   merger. Nexi S.p.A. is a listed Italy-based PayTech company engaged in
                                                                                   47%                                                                                                       On 10 December, EQT Partners AB has agreed to acquire Molslinjen A/S, the
                                                                                          merchant services & solutions, cards & digital payments and digital banking
                                                                                                                                                                                             Denmark-based ferry operator, from a group of shareholders led by Polaris
                                                                                          solutions, headquartered in Milan. Nets A/S is a Denmark-based company that
                                                                                                                                                                                             Private Equity, for a consideration of USD 1bn. The deal will support
                                                                                          provides payments, cards and information services, headquartered in
                                                                                                                                                                                             Molslinjen’s continued sustainability agenda through investments in the
                                                                                          Copenhagen.
             25%                                         23%                                                                                                                                 decarbonization of the ferry fleet and the acceleration of the transition to
                                                                                                                                                                                             renewable fuel sources.

          Denmark                         Europe (excl. Nordics)          Asia-Pacific
          Nordics (excl. Denmark)         Americas                        Other
                                                                                                                                                                                                                                      Transaction Trends 1st edition 2021 | 3
High share of public deals in Q4 2020
Transaction type by number of transactions                                                                                                                            Transaction arena by number of transactions
Source: Mergermarket                                                                                                                                                  Source: Mergermarket
                                 Domestic                                       Inbound                                      Outbound                                                                            Public                                                                  Private

    Q4 2020                         31%                                           37%                                           31%                                   Q4 2020                                      44%                                                                    56%

         2020                          36%                                             36%                                         28%                                     2020                              37%                                                                     63%

 2016 - YTD                             36%                                               39%                                        25%                            2017 - YTD                           31%                                                                       69%

Note: Domestic deals refer to deals where both, target and buyer are based in Denmark. Inbound and outbound deals, on the other hand, refer to deals                  Note: Public deals refer to deals where either target, bidder or seller are public, i.e. a listed company.
where a Danish target was acquired or Danish buyers acquired a foreign target respectively.

Activity by target industry
Source: Mergermarket

                                                                                                                                                       Number of transactions

                              Target industry                                                   Last quarter                                   2020                      Avg. 2016 - 2020                                     Trend

 Automotive & Transportation                                                                          11                                        27                                 22

 Business & Professional Services                                                                      9                                        30                                 36

 Consumer Products                                                                                     9                                        25                                 44

 Engineering & Industrial Products                                                                    24                                        52                                 64

 Financial Services                                                                                    6                                        16                                 17

 Life Sciences                                                                                         6                                        29                                 25

 Power & Utilities                                                                                     6                                        19                                 16

 Real Estate, Hospitality & Construction                                                              11                                        23                                 21

 TMT                                                                                                  30                                        94                                 80

 Travel, Leisure & Tourism                                                                             3                                         6                                 12

 Total                                                                                               115                                       321                                337

Note: Trend indicators refer to the comparison between the LTM vs. the avg. 2016 – 2020 number of transactions.
                                                                                                                                                                                                                                                                             Transaction Trends 1st edition 2021 | 4
OMX C20 shows continued growth
New Listings at Nasdaq Copenhagen                                               Issues by Value, Nasdaq Copenhagen                                                   Foreign exchange rates (indexed)
Source: Nasdaq Nordics                                                          Source: Capital IQ, Mergermarket                                                     Source: Capital IQ

       Main market                                                                                                                                                   1.3
                                                                      3                                               Private Placement    IPO
       First North                                                                                                                                                   1.2
                                                                                                                      SEO                  Spin-Off/Split-Off
                                                                                                                      Buyback                                        1.1
                                                   2                                                                                                                                                                                        DKK/USD

                                                                                                       76.4                                                          1.0
                                                                                80
                                                                                                                                                       68.1
                                                                                                                                                                     0.9                                                                    DKK/GBP
                                                                                60                                 56.4
                                                                     12                                                                                                                                                                     DKK/SEK
                                                                                                                            48.5            47.1                     0.8
                                   3       3       9                                     36.1                                       38.1
                                                            2                   40
                                                                                                                                                                     0.7

  2                                                                             20                                                                                   0.6
                                   3       3                3
               2          2
  1
               0          0                                                      0                                                                                   0.5
                                                                                         2014          2015        2016     2017    2018   2019        2020             2013        2014   2015   2016   2017    2018    2019     2020   2021
2013         2014        2015     2016   2017     2018     2019      2020

OMX C20 Index                                                                    Avg. multiples of listed Danish companies
Source: Capital IQ                                                               Source: Capital IQ
                                                                                                                                                                     Nasdaq Copenhagen (“CSE”) saw four new listings on First North and three new

1,500                                                                                                                                                                listings on the main market in the fourth quarter of 2020.
                                                                                                                                                             36.7x
1,400                                                                                                                                                                The companies listed on First North in the fourth quarter of 2020 are
                                                                                                                                                      33.8x
                                                                                  P/E
1,300                                                                                                                                              31.2x             WindowMaster International A/S (27 October), Alefarm Brewing A/S (6
                                                                                                                                                                     November), Dataproces Group A/S (13 November) and DecideAct A/S (16
1,200                                                                                                                                                32.7x
                                                                                                                                                                     December), while the listed companies on the main market in the fourth quarter
1,100                                                                                                                                                                of 2020 are HusCompagniet A/S (18 November), Boozt AB (20 November) and
                                                                                                  4.2x
                                                                                                                                                           Q4 2020   GreenMobility A/S (17 December).
1,000
                                                                                                  4.2x                                                     2019
                                                                                P/BV
   900                                                                                                4.5x                                                 2018      The OMXC20 continued its growth journey after the COVID-19 related drop in
                                                                                                                                                           2017      March 2020 and increased approximately 7% during the fourth quarter. The
   800                                                                                                4.6x
     Jan/20          Mar/20     May/20   Jul/20   Sep/20    Nov/20     Jan/21                                                                                        index showed a declining trend in the beginning of the quarter but has increased
                                                                                                                                                                     steadily throughout December 2020. At the end of the quarter the index
                                                                                                                                                                     exceeded the pre-COVID-19 high from February 2020 by ca. 16%.

                                                                                                                                                                                                                Transaction Trends 1st edition 2021 | 5
EY supported deal of the quarter
               Merger party one                                                            Deal description                                                       Services provided by EY enabling aligned
                                                                                                                                                                  information sharing across workstreams

                                                                                ►   Nexi SpA agreed to merge with Nets A/S to create a European
                                           Nets A/S                                 PayTech leader in an all-share merger.
                                                                                                                                                                                      Tax structuring
                                           Copenhagen, Denmark                  ►   The merger will enable the combined business to leverage a full                                   and vendor fact
                                                                                    portfolio of solutions across the payment ecosystem with strong                                        books
                                                                                                                                                                       Financial
                                                                                    competences in acquiring and e-commerce, and the ability to                         vendor
     Revenue              EBITDA        Operating cash flow    EBITDA margin        support international merchants with vertical-specific solutions
      2020E               2020E               2020E                2020E                                                                                              assistance
                                                                                    based on flexible customer journeys across countries, payment                     databooks
  1,050                  380                  230              36.2%                channels and rails.

     EURm                 EURm                EURm                              ►   The business will benefit from significant growth potential from                                SPA assistance
                                                                                    leadership and exposure to attractive European markets
                                                                                    (ranging from fast-growing Italy to the structurally attractive
Pro forma financials
                                                                                    Germany/DACH and Poland/CSEE regions to the highly
                                                                                    advanced and innovative Nordic markets)
               Merger party two
                                                                               The combined business at a glance                                       Benefits to the client

                                                                                                                                                                  ►   Seamless execution

                                           Nexi S.p.a.
                                           Milan, Italy                         Presence in              +3,000 product          EUR 7.8bn EV
                                                                                25+ countries            and tech dev.           valuation for                    ►   Unified response and one-point-of-contact for
                                                                                                         specialists             Nets                                 client
     Revenue              EBITDA        Operating cash flow    EBITDA margin
      2020E               2020E               2020E                2020E                                                                                          ►   Buyer comfort in presented financials and
                                                                                                                                                                      support in establishing transaction related
  1,820                  995                  820              54.7%            EUR 2.9bn in             EUR 1.5bn in            EUR 170m in
                                                                                                                                                                      financials
     EURm                 EURm                 EURm
                                                                                revenue                  EBITDA                  estimated cash                   ►   Flexible and agile response
Pro forma financials, incl. SIA merger and related synergies                                                                     synergies
(pending completion of the deal)
                                                                                                                                                                                   Transaction Trends 1st edition 2021 | 6
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               Strategy                             Corporate                               Buy and                                    Sell and                              Reshaping
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                                                                                                                                                                Transaction Trends 1st edition 2021 | 7
About this publication                                                                                                                EY | Assurance | Tax | Strategy and Transactions | Consulting
Transaction Trends is a quarterly publication that aims to identify trends in the Danish transactions market. Transactions covered
in this publication are public and private transactions announced by all Danish companies, defined as a transaction where either      About EY
the buyer, target or vendor company is a Denmark based company. Public transactions are defined as transactions where either          EY is a global leader in assurance, tax, transaction and advisory services. The
the buyer, target or vendor company is listed on a public stock exchange. All other transactions have been classified as private.     insights and quality services we deliver help build trust and confidence in the
Domestic transactions are defined as transactions conducted within a national boundary, i.e. deals involving two or more              capital markets and in economies the world over. We develop outstanding
incumbent nationals, while cross border transactions involve companies from at least two different nationalities. Deal Value is       leaders who team to deliver on our promises to all of our stakeholders. In so
taken as the sum of the consideration paid by the acquirer for the equity stake in the target plus the value of the net debt in the   doing, we play a critical role in building a better working world for our people,
target, where applicable. Inclusion of net debt in the deal value will depend on the stake acquired or the target company type.       for our clients and for our communities.

Transaction Statistics are based on Mergermarket and EY data. Public market data are sourced from S&P Capital IQ and Nasdaq.          EY refers to the global organization, and may refer to one or more, of the
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