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mergermarket M&A Round-up for H1 2012 2 July 2012, for immediate release
PRESS CONTACTS EMEA: Flora Wilke flora.wilke@mergermarket.com Tel: +44 207 059 6348 Americas: Dara Silverstein dara.silverestein@mergermarket.com Tel: +1 646 3783118 Asia-Pacific: Andrew Powell andrew.powell@mergermarket.com Tel: +852 2158 9710
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Global M&A in H1 2012 falls 21.4% compared to same period last year US$ 931.4bn of M&A equal to a 21.4% decline on H1 2011 Q2 2012 total of US$ 494.9bn, reverses five consecutive quarterly declines Third-lowest first-half total since H1 2004 Goldman Sachs tops global advisory league table for H1 2012 Goldman Sachs retains top spot in global financial advisers league table Morgan Stanley tops Europe table Citigroup takes second spot in Asia-Pacific mergermarket Heat Charts show TMT to be most popular companies for sale sector globally Industrials & Chemicals tops Asia-Pacific Heat Chart Germanic countries in Europe see similar popularity for Industrials & Chemicals TMT in the US dominates landscape Asia-Pacific half-year M&A down 15.1% on H1 2011 Second quarter total of US$ 71.1bn, up 3% on Q1 2012 Australia H1 2012 deals record biggest fall, down 19.4% on H1 2011 Asian investment into Europe experiences third consecutive quarterly decline European M&A in the first half of 2012 down 15.7% on H1 2011 Germanic countries make up nearly a third of total deal value Region accounts for 38.3% of global M&A by total value in H1 2012 Construction sector sees biggest percentage increase in half-year value US H1 2012 M&A activity lowest half-year total since 2003 Half-year M&A totals US$ 258.7bn, down 40.1% on H1 2011 Energy, Mining & Utilities accounts for 23.1% of total deal value Financial Services sees big decline while Consumer deals surge Private equity buyouts in H1 2012 down by over a fifth on same period last year PE-backed buyouts total US$ 113.8bn for H1 2012, down 22.4% on H1 2011 Asian buyouts slump to lowest quarterly total since Q2 2010 Higher average buyout leverage ratio, lower debt-EBITDA multiples Private equity exits down 30% on H1 2011 SBOs up 85.2% quarter-on-quarter European multiples 25.5% higher than in the US US exit premiums at second-highest level in eight years
16 - European M&A Overview 29 - US M&A Overview 39 - Asia-Pacific M&A Overview (ex. Japan) 49 - Africa & MIddle East M&A Overview 53 - Criteria/ About mergermarket
MEDIA CONTACTS:
EMEA: Flora Wilke flora.wilke@mergermarket.com +44 207 059 6349 Americas: Dara Silverstein dara.silverstein@mergermarket.com +1 646 378 3118 Asia-Pacific: Andrew Powell andrew.powell@mergermarket.com +852 2158 9710
Energy, Mining & Utilities increases dominant market share in H1 2012 Business Services, Construction, Consumer and Agriculture only four sectors to see increases in value Construction sector in Europe sees major jump US Industrials & Chemicals sector sees sharp decline in H1 2012
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The H1 2012 total of US$ 929.4bn, however, was a decline of 21.6% on H1 2011 (US$ 1,185.1bn). The lower first half figure was also the third-lowest first half total since H1 2004 (US$ 826bn). Q2 2012s total matched this; the third-lowest quarterly total since Q2 2010 (US$ 428.6bn). On current form, full year 2012 is set to be the second-lowest yearly total since 2004 (US$ 1,685.4bn). Europe, plagued by the continuing uncertainty surrounding its debt crisis, managed to match all other regions in posting a quarter-on-quarter increase. Q2 2012 M&A on the continent totalled US$ 183.7bn, up 6.6% on Q1 2012 (US$ 172.4bn). This also ensured that Europe made up the largest share of global M&A of any region; it accounted for 38.3% of total deal value in the first half of 2012. The US, although posting a quarter-on-quarter increase of 27 .9%, registered the worst halfyear performance drop, with H1 2012 M&A coming in at US$ 258.7bn, down 40.1% on the first half of last year (US$ 431.5bn). Japanese M&A, meanwhile, looked robust. It registered increases across all comparisons; M&A was up 40% in Q2 2012 compared to Q2 2011, up 101.4% in Q2 2012 compared to the previous quarter and up 28% in H1 2012 compared to H1 2011. Asia-Pacific (ex Japan) reversed two consecutive quarterly declines, with a Q2 2012 total of US$ 71.1bn up 3% on Q1 2012 (US$ 68.3bn). The H1 2012 figure of US$ 140.1bn, though, was a 15.1% decline on H1 2011 (US$ 165bn). Global PE buyout activity bounced back from three consecutive quarters of decline to US$ 61.2bn in Q2 2012, up 16.5% on Q1 2012 (US$ 52.6bn). But this was still its second-lowest quarterly total since Q2 2010 (US$ 51.5bn). The first half of 2012 saw US$ 113.8bn in PE buyouts, a significant 22.4% drop from the US$ 146.7bn worth of deals witnessed in H1 2011. Morgan Stanley displaced Goldman Sachs atop the global financial advisers league table, advising on 122 deals worth US$ 247 .1bn, bettering its second-placed position from H1 2011. Goldman Sachs dropped to second while Deutsche Bank jumped four places to third, up from eighth in H1 2011.
Press Release: mergermarket M&A Round-up for H1 2012 3
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Volume of Deals
The freefall in global M&A was temporarily halted in Q2 2012. Registering US$ 494.9bn in deals, Q2 2012 was up 13.9% on Q1 2012 (US$ 434.6bn), reversing a seemingly terminal decline that had seen five previous quarters of consecutive falls in the global total.
800
TMT tops mergermarkets own global heat chart as most popular companies for sale sector, with tech companies in the US contributing heavily Energy, Mining & Utilities still attracting interest as it claims second place globally, favourable valuations possibly driven by falling oil prices combined with burgeoning interest in shale gas reserves Industrials & Chemicals still the most popular sector in Asia as consolidation looks to improve economies of scale in order to compete with bigger global names
Cold 70 20 0
Note: The Intelligence Heat Chart are based on companies for sale tracked by mergermarket in the respective regions between 16 December 2011 and 15 June 2012. Opportunities are captured according to the dominant geography and sector of the potential target company. mergermarkets Heat Chart of predicted deal flow is based on the intelligence collected in our database relating to companies rumoured to be for sale, or officially up for sale in the respective regions. It is therefore indicative of areas that are likely to be active in the months to come. The intelligence comes from a range of sources, including press reports, company statements and our own team of journalists gathering proprietary intelligence from M&A across the regions. The data does not differentiate between small and large transactions, nor between deals that could happen in the short or long-term.
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H1 2011
Market share 25.4% 7 .9% 17 .1% 11.0% 8.8% 6.5% 4.4% 4.0% 5.6% 1.6% 2.3% 2.2% 2.4% 0.4% 0.5% Deal count 627 878 1,292 583 539 731 871 83 106 260 222 252 194 82 21 6,741 Value (%) -14.3% 18.3% -46.6% -26.0% -33.2% -11.0% 23.6% -34.9% -53.9% 33.3% -20.2% -18.9% -39.9% 123.3% -94.6% -21.4%
Change
Deal Count -115 -149 -142 -113 -144 -111 -255 -21 18 -73 -46 -66 -10 -26 -5 -1,258
Northern Europe 5.4% Southern Europe 6.3% Central & South America 5.0% Southern Europe 5.4% Central & South America 5.4%
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29-Jun-12
Anheuser-Busch InBev NV
17 ,790
21-May-12
Mizuho Financial Group; Morgan Stanley; Sumitomo Mitsui Financial Group Goldman Sachs
12,600
21-May-12
11,940
23-Apr-12
Nestle SA
Deutsche Bank; Rabobank; Rothschild BNP Paribas; HSBC; Lazard; Ondra Partners; Rothschild Citigroup
Pfizer Nutrition
Centerview Partners; Morgan Stanley Barclays; Morgan Stanley; Nomura Holdings Bank of America Merrill Lynch; Credit Suisse; JPMorgan Cazenove; Morgan Stanley Lazard; Rothschild
Pfizer Inc
11,850
16-Apr-12
GDF Suez SA
10,867
25-Feb-12
10,289
06-May-12
Electricite de France SA
BNP Paribas; Leonardo & Co; Morgan Stanley Bank of America Merrill Lynch; RBC Capital Markets Credit Suisse; DBS Bank; ING; Morgan Stanley
7 ,582
20-Mar-12
Viterra Inc
7 ,347
02-Apr-12
7 ,338
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Global M&A Overview: Mid-market M&A Activity (US$ 250m to US$ 2bn)
Global mid-market deals total US$ 370.1bn for H1 2012, down 11.9% on H1 2011 But all major regions see increase on previous quarter Energy, Mining & Utilities the most active sector with 25% market share Goldman Sachs tops financial advisers table with US$ 45.7bn in deals The global mid-market saw the announcement of US$ 201.9bn-worth of M&A activity in Q2 2012, bringing the total deal value for the year to US$ 370.1bn. The second quarters total was 12.2% lower than the same period in 2011 (US$ 229.9bn), and 20.5% higher than Q1 2012 (US$ 167 .5bn). The total value of mid-market M&A in H1 2012 decreased by 11.9% compared to H1 2011. All regions saw an increase in mid-market M&A in Q2 2012 compared with the previous quarter, with the exception of Emerging Markets and Central & Southern America, which saw US$ 37 .5bn and US$ 13bn worth of deals in Q2 2012, a 13.4% and 3% decrease, respectively, compared to Q1 2012 (US$ 42.5bn and US$ 13.4bn). Europe and the US saw the largest increases with the announcement of mid-market deals adding up to US$ 64.2bn and US$ 71.8bn, respectively; a 31.6% increase for Europe (US$ 48.8bn in Q1 2012) and a 31.7% increase for the US (US$ 54.5bn in Q1 2012). All regions with the exception of the US saw a lower total value of mid-market M&A for H1 2012 than in the same period last year. Energy, Mining & Utilities was the most active sector in the global mid-market in H1 2012, accounting for 25.3% of all mid-market activity. The Real Estate sector saw the biggest increase in mid-market activity with US$ 24.6bn-worth of deals announced in H1 2012, 34% higher than in H1 2011 (US$ 18.4bn). The Industrials & Chemicals sector showed a significant decline in H1 2012 with US$ 38.4bn in deals, down 40% from US$ 64.5bn in H1 2011. Goldman Sachs topped the mid-market financial advisers league table with US$ 45.7bnworth of deals, matching its pole position in H1 2011. With a 26.1% decrease in the value of deals worked on compared to H1 2011 (down to US$ 39.4bn from US$ 53.3bn), Morgan Stanley was in second place, matching its second place spot in H1 2011. Global mid-market Financial Adviser League Tables H1 2012
Ranking H1 H1 2012 2011 1 2 3 4 5 6 7 8 9 10 1 2 5 3 10 4 6 9 8 7 Company Name Goldman Sachs Morgan Stanley JPMorgan Credit Suisse Barclays Bank of America Merrill Lynch Deutsche Bank Citigroup Rothschild UBS Investment Bank H1 2012 Value Deal (US$bn) Count 45.7 39.4 37 .7 34.4 33.2 32.0 29.8 29.1 28.5 21.9 63 54 55 39 43 37 39 36 36 25 H1 2011 Value % Val. (US$bn) Change 69.1 53.3 40.1 50.2 29.1 45.2 36.8 29.6 30.0 36.1 -33.9% -26.1% -5.9% -31.3% 14.1% -29.1% -19.0% -1.5% -5.1% -39.3%
Industrials & Chemicals 10.4%
RoW M&A
350
Asia-Pacific ex Jp Mid-Market M&A US Mid-Market M&A European Mid-Market M&A % of Global M&A
300
250
200
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50 5.0% 0 0.0%
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Pharma, Medical & Biotech 7.7% Real Estate 6.7% Business Services 5.7%
Telecom 4.1% Leisure 3.8% Transport 3.0% Media 2.1% Construction 1.8% Energy, Mining & Utilities 25.3% Agriculture 0.4%
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% of Global M&A
Global private equity buyouts for H1 2012, valued at US$ 113.8bn, accounted for 12.2% of total M&A activity in H1 2012 (US$ 929.4bn) and was down 22.4% on the same period in 2011 (US$ 146.7bn). A total of 900 buyouts exceeded the 634 exits in H1 2012, though, which appears to confirm reports of investors holding onto their assets due to market volatility, in particular within the euro zone. Asia-Pacific (ex Japan) saw its Q2 2012 buyouts total just US$ 3.9bn, the lowest quarterly figure since Q2 2010 (US$ 2.7bn) and the third consecutive quarter of decline from Q3 2011. Average buyout leverage ratio for H1 2012 was 58.2% which is up from the 55.5% seen for the whole of 2011. This was the third-highest level since 2007s high of 67 .6%. Debt financing-to-EBITDA in the first half of 2012 was 5.3x, the second-lowest level in eight years (2009s 5.1x being the lowest). So although there was a generally higher buyout leverage ratio in H1 2012, the lower debt-EBITDA multiple suggests buyers are looking at securing stable returns and consistent cash flows. Energy, Mining & Utilities saw the biggest deal of H1 2012. Apollo Global Management, Riverstone Holdings and Access Industries acquired EP Energy Corporation from El Paso Corporation for US$ 7.2bn. Q2 2012s largest deal was in the same sector, where a consortium led by Macquarie Group acquired Open Grid Europe from E.ON for US$ 3.7bn in May. Deutsche Bank topped the financial advisory tables for deal value (US$ 20.1bn) while Deloitte topped the volume table (13) for the first half of 2012. Top 10 Global private equity firms H1 2012 - buyouts
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80%
70%
Debt/EBITDA (x)
Ranking 1 2 3 4 5 6 7 8 9 10
Company Name The Riverside Company CVC Capital Partners Vista Equity Partners Warburg Pincus Lloyds TSB Development Capital Blackstone Group Bain Capital Oaktree Capital Group Wynnchurch Capital Arsenal Capital Partners
Deal Count 8 6 6 6 6 5 5 5 5 5
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Value (US$m)
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So far it looks as though Europe will have a higher EBIDTA upon exiting compared to the US, for the sixth year in a row. At 11.8x, Europes multiples in H1 2012 were 25.5% higher than the USs 9.4x. Exit premiums continued to be the highest in the US at 63.7% whereas Europe went the other way, falling to 13.1% from a 2011 figure of 30%. The USs exit premiums for H1 2012 were at their second-highest level stretching back to 2004. Globally, premiums stood at 24.8% in the first half of the year; down slightly from the 2011 full-year total of 32.8%. The highest-value exit in H1 2012 was in the Consumers sector in June. Walgreen Company acquired Alliance Boots from Kohlberg Kravis Roberts & Co and private investor Stefano Pessina for US $6.7m. The Consumers sector was one of the most active in the top five exits in H1 2012, accounting for two of the five deals.
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Premium %
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10%
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The H1 2012 total of US$ 119.7bn for private equity exits was down 30% on H1 2011 (US$ 170.9bn). SBOs, though, did experience an 85.2% increase in deal value, up from US$ 10.8bn in Q1 2012, to US$ 20bn in Q2 2012.
120
Q2 2012 saw BRIC M&A slide to US$ 56.7bn, its second lowest point since Q1 2010 (US$ 51bn).The loss in value can also be seen in quarterly and half-year comparisons. BRIC M&A activity was down 19.6% from US$ 70.5bn in Q2 201 In addition, H1 1. 2012s total of US$ 123.5bn accounted for a 18.6% decline compared to H1 201 (US$ 151.8bn). 1 Other Emerging Markets M&A accounted for US$ 60.5bn of the Q2 2012 total.These countries experienced a 59.2% increase from Q2 201 (US$ 38bn). However, other Emerging Markets matched the BRICs for their drop in half-year activity; H1 2012s 1 US$ 84.7bn was a 1 1.4% decline compared to H1 201 (US$ 95.6bn). 1 Emerging Markets accounted for 23.7% of global M&A activity in Q2 2012, up from the 18.8% they accounted for in the same period in 201 Similarly, Emerging Markets M&A in H1 2012 constituted 19.8% of global deals, more than the 20.3% recorded 1. in the same period last year. Inbound cross-border activity into Emerging Markets in Q2 2012 totalled US$ 59.4bn, 57 up from Q2 201 (US$ 37 .7% 1 .7bn). Emerging Markets saw a 16% decrease in inbound investment from H1 201 (US$ 97 1 .8bn) to US$ 82.2bn in the first half of 2012, while Europe ploughed the most investment into Emerging Markets out of any region; US$ 38.6bn, or 47% of total global value. H1 2012 saw Europes share of inbound investment fall in Emerging Market countries by 18.1%, to US$ 38.6bn from H1 201 1s US$ 47 .2bn. Asia-Pacific (ex Japan)s investment declined by 21.2%, falling from H1 201 US$ 25bn to H2 2012s US$ 19.7bn. 1s Outbound M&A activity from Emerging Market countries in Q2 2012 accounted for US$ 32.2bn, showing an increase of 63.8.% from US$ 19.7bn in the same period of last year. H1 2012 also saw a 53.9% increase to US$ 70bn in outbound investment from emerging countries, compared to the same period last year (US$ 45.5bn). Europe remained the top destination for Emerging Market buyers, accounting for US$ 28.5bn of deals in H1 2012, which represented an impressive 87.1% jump compared to H1 2011 (US$ 15.2bn).
5%
04 04 04 04 05 05 05 05 06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q 1
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Percentage (%)
% of Global M&A
Emerging Markets M&A saw a Q2 2012 total of US$ 1 .2bn, which was a 8% increase compared to Q2 201 (US$ 108.5bn). 17 1 Meanwhile, Emerging Markets saw H1 2012 M&A activity worth US$ 208.2bn, down 15.8% from the same period in 201 1 (US$ 247 .4bn).The value of deals in Emerging Markets bounced back from the past two quarters, which witnessed consecutive declines.
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54.5%
48.1%
46.1%
50.6%
56.6%
61.1%
58.3%
58.4%
8.8% 50% 40% 30% 20% 10% 0% 2004 2005 2006 41.2% 1.7% 6.0% 6.6% 4.1% 10.4%
2.4% 2.7%
1.0% 2.4%
37.7%
2007 Hostile
2008
2009 Contested
2010
2011
H1 2012
Recommended
Non-public M&A
Deal Value
100%
Mega-deals account for 12.3% of H1 2012 global M&A with total of US$ 111.0bn Global quarterly total deal size comes in at US$ 468.5bn, third-lowest quarterly total since Q2 2010 Emerging Markets Q2 2012 average deal size hits highest since Q3 2011
21.9%
15.2%
12.3%
25.5% 60% 50% 40% 30% 24.5% 22.0% 20.8% 23.0% 19.3% 20.6% 30.0% 27.0% 29.8% 27.9% 27.5%
32.5%
33.9%
33.1%
Mega-deals (over US$ 10bn) in Q2 2012 accounted for 10.1% of the value of global M&A deals announced, the lowest proportion in eight years. Mega-deals in H1 2012 had an aggregate value of US $ 111.0bn, down 19.8% on H1 2011 (US $138.4bn).In Q2 2012, deals valued between US$ 501m-1.99bn accounted for 31.3% of total deal value, the highest proportion for the deal size range on mergermarket record (since 2001). European deals valued at US$ 2bn-10bn added up to US$ 127 .4bn, representing 36.4% of all European M&A deals announced in H1 2012, also the second-highest proportion for the deal size range on mergermarket record. In Emerging Markets the average Q2 2012 deal size of US$ 254m was the highest since Q3 2011 (US$ 279m) and was the highest Q2 average on mergermarket record. Meanwhile, in Europe, Q2 2012 was the second consecutive quarterly increase in average deal size; to US$ 436m from Q1 2012 (US$ 380m).The global total deal size for Q2 2012 was US$ 468.5bn, the third-lowest quarterly total since Q2 2010 (US$ 428.6bn).
Press Release: mergermarket M&A Round-up for H1 2012 12
27.6%
26.2%
29.4%
20% 28.0% 10% 0% 2004 2005 $0m - $500m 2006 2007 2008 2009 2010 2011 2012 $501m - $2,000m $2,001 - $10,000m mega deals (over $10,001m) 23.5% 20.1% 20.4% 23.4% 22.4% 24.5% 24.8% 25.2%
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11.4%
11.6%
13.2%
The proportion of global transactions paid with only equity decreased to 16.8% of total deal value in H1 2012, compared to 17 .8% in H1 2011. It was the second lowest proportion since 2004 and a marginal improvement over 16.3% for the whole of 2011. In Q2 2012, cash & equity deals accounted for 18.8% of total deal value, an increase from the sub-15% level in each of the previous five quarters. Conversely, the total proportion of M&A accounted for by equity-only deals plummeted to 5.5% from 22.2% in Q2 2012, representing the second-lowest level seen during the past six quarters. Cash-only was also the preferred structure for cross-border deals in H1 2012, with cash-only deals accounting for approximately 78% of the value of all cross-border deals announced in the first half of this year, down from the 82% level seen in 2011. Insolvency Q2 2012 global insolvency deals total US$ 2.9bn, down 54.7% on Q1 2012 Italys Ospedale San Raffaele insolvency deal makes up 65.6% of global value in Q2 2012 Insolvencies hit second-lowest quarterly total since Q4 2007
% of Global M&A
Cash-only deals increased its already-dominant share in deal consideration structures in H1 2012, accounting for 70% of total deal value for the period, compared to 71.5% in H1 2011. This proportion was the second highest since 2008 (71.2%). Meanwhile, the total value of equity-only deals in H1 2012 was US$ 111.1bn, 44.9% lower than H1 2011 (US$ 201.8bn). Deals with a cash and equity consideration in H1 2012 amounted to US$ 87 .6bn, 28% lower than in H1 2011 (US$ 121.6bn).
18.4%
16.8%
30
100
Europe had the lions share of insolvency deals in Q2 2012 (US$ 2.5bn), mainly due to Giuseppe Rotellis US$ 1bn acquisition of insolvent Italian hospital Ospedale San Raffaele. Europes quarterly value of US$ 2.5bn represents a massive 212% increase from US$ 0.8bn in Q2 2011. European insolvencies tripled in value from US$ 1.3bn in H1 2011, to US$ 5.9bn in H1 2012, representing a 353% increase. US insolvency deals experienced a 92% fall from US$ 2.7bn in Q2 2011 to US$ 0.2bn in Q2 2012. The US downward trajectory was evident in the 46.6% drop from US$ 4.5bn in H1 2011 to US$ 2.4bn in the first half of this year. Q2 2012 marked the second-lowest quarterly value in global insolvencies since Q4 2007 (US$ 0.8bn).
Press Release: mergermarket M&A Round-up for H1 2012 13
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Number of deals
The second quarter of 2012 saw 74 insolvency deals with a total value of US$ 2.9bn, a 21.6% decrease from the same period in 2011 (US$ 3.7bn). Global insolvency deals in H1 2012 showed a solid 43% increase totalling US$ 9.3bn, compared to H1 2011s US$ 6.5bn. Yet the second quarter had a steep 54.7% drop, from US$ 6.4bn in Q1 2012, to US$ 2.9bn.
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14
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1 1 Deutsche Bank 20,121 13 4 2 Citigroup 17 ,024 11 11 3 RBC Capital Markets 16,179 9 24 4 JPMorgan 11,321 5 2 5 Barclays 10,001 7 10 6 Morgan Stanley 8,067 9 5 7 Goldman Sachs 7 ,736 9 8 Tudor, Pickering, Holt & Co 7 ,250 2 26 9 Macquarie Group 7 ,028 7 10= Banco Espirito Santo de Investimento 5,599 1 10= Banco Millennium BCP Investimento 5,599 1 10= Caixa Banco de Investimento 5,599 1 14 13 Evercore Partners 4,686 4 3 14 Bank of America Merrill Lynch 4,642 4 8 15 Nomura Holdings 3,047 4 76 16 Moelis & Company 3,009 3 17 17 Rothschild 2,998 5 7 18 UBS Investment Bank 2,724 3 12 19 HSBC 2,715 3 6 20 Wells Fargo Securities 2,399 3 * Based on the target geography only and the advisor advising the buy-side only.
15
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Volume of Deals
80
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16
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Volume of Deals
90
Volume of Deals
H1 2011
Market share 20.8% 13.7% 17 .8% 11.3% 12.2% 1.3% 4.0% 6.9% 1.5% 2.9% 3.5% 1.4% 2.1% 0.2% 0.1% Deal Count 220 207 595 429 173 123 233 40 106 41 392 88 125 28 4 2,804 Value (%) 29.3% -25.1% -47 .1% -29.5% -51.0% 218.0% -3.1% -47 .1% 124.8% -2.1% -22.0% 1.4% -37 .1% -25.6% -78.4% -15.6%
Change
Deal Count -83 -43 -69 -70 -45 -40 -23 -10 -28 6 -130 -6 -57 -3 1 -867
Iberia 5.9%
Benelux 9.1%
Germanic 17.8%
Germanic 29.8%
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21-May-12
Eaton Corporation
11,940
16-Apr-12
GDF Suez SA
BNP Paribas; HSBC; Lazard; Ondra Partners; Rothschild BNP Paribas; Leonardo & Co; Morgan Stanley Barclays
10,867
06-May-12
Electricite de France SA
7 ,582
17-Jan-12
Goldman Sachs; Royal Bank of Scotland Group Deutsche Bank; Goldman Sachs; Lazard Centerview Partners
7 ,300
19-Mar-12
Bank of America Merrill Lynch; Morgan Stanley; UBS Investment Bank Goldman Sachs; Lazard
TNT Express NV
6,843
19-Jun-12
Walgreen Company
6,690
25-Apr-12
Actavis Group hf
5,806
30-Mar-12
Tagus Holdings
Banco Espirito Santo de Investimento ; Banco Millennium BCP Investimento; Caixa Banco Credit Agricole CIB
Barclays
5,599
27-Jun-12
5,559
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Industrials & Chemicals see most companies for sale in Germanic countries, a sign that European expertise and industrial know-how are still very much sought-after TMT the hottest sector in Russia, with online retailers aiming to emulate Amazon among a number of firms looking to receive greater funding Consumer proving popular in the UK as its reputation for creating reliable brands continues to attract Asian buyers
Warm 60 40 20
Cold 10 5 0
Note: The Intelligence Heat Chart are based on companies for sale tracked by mergermarket in the respective regions between 16 December 2011 and 15 June 2012. Opportunities are captured according to the dominant geography and sector of the potential target company. mergermarkets Heat Chart of predicted deal flow is based on the intelligence collected in our database relating to companies rumoured to be for sale, or officially up for sale in the respective regions. It is therefore indicative of areas that are likely to be active in the months to come. The intelligence comes from a range of sources, including press reports, company statements and our own team of journalists gathering proprietary intelligence from M&A across the regions. The data does not differentiate between small and large transactions, nor between deals that could happen in the short or long-term.
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* Based on the target geography only and the advisor advising the buy-side only.
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US M&A Overview
H1 2012 US M&A totals US$ 258.7bn, down 40.1% on H1 2011 Lowest half-year total since H1 2003 H1 2012 Financial Services M&A down substantially while Consumer shines Goldman Sachs tops H1 2012 US financial advisers tables by both deal value and volume
US M&A Activity - Quarterly
500 450 400 350 Value (US$bn) Volume 1,300 1,200 1,100 1,000 900
US M&A, although dire with a Q2 2012 total of US$ 145.2bn, was still up 27.9% on Q1 2012 (US$ 113.5bn). Combined, H1 2012s total of US$ 255.8bn was down sharply by 40.7% on H1 2011 (US$ 431.5bn), making it the worst half-year since 2003 (US$ 169.9bn). Q2 2012 also saw a year-on-year decrease of 21.2% from Q2 2011 (US$ 184.3bn). It was the second-lowest quarterly total since Q3 2009 (US$ 98bn). The US accounted for 27.8% of aggregate global deal activity in H1 2012, down from the 36.4% share it boasted of in H1 2011. Energy, Mining & Utilities was the most active sector with US$ 59.7bn in deals, accounting for 23.1% of US M&A in H1 2012. Pharma, Medical & Biotech came in second, with 13.8% of US deals worth US$ 35.8bn. The Consumer sector saw a welcome 139.9% increase in deal value from H1 2011 to post a H1 2012 total of US$ 35.7bn. Not surprisingly, given increasing scepticism of the tech story, Technology deals amounted to US$ 30.3bn in H1 2012, down 35% on H1 2011. Financial Services, constricted by multiple PR disasters and the regulatory burden of the Dodd-Frank Act, saw its H1 2012 deal value drop 45.7%; from US$ 28.7bn in H1 2011 to US$ 15.6bn in the first half of this year. Goldman Sachs took top spot by both deal value and volume in the H1 2012 financial advisers league tables, advising on 82 deals worth a combined US$ 102.1bn. Citigroup was up to sixth, from ninth in H1 2011, while Deutsche Bank jumped five places to finish third in the H1 2012 table by deal value.
US Private Equity Buyout Activity - Quarterly
250 Value (US$bn) Volume 200 250 300
0 Q 4 2 0 Q 4 3 0 Q 4 4 0 Q 4 1 0 Q 5 2 0 Q 5 3 0 Q 5 4 0 Q 5 1 0 Q 6 2 0 Q 6 3 0 Q 6 4 0 Q 6 1 0 Q 7 2 0 Q 7 3 0 Q 7 4 0 Q 7 1 0 Q 8 2 0 Q 8 3 0 Q 8 4 0 Q 8 1 0 Q 9 2 0 Q 9 3 0 Q 9 4 0 Q 9 1 1 Q 0 2 1 Q 0 3 1 Q 0 4 1 Q 0 1 1 Q 1 2 1 Q 1 3 1 Q 1 4 1 Q 1 1 1 Q 2 2 12
US Inbound/Outbound M&A
Inbound Value ($bn) Outbound Value ($bn) Inbound Volume Outbound Volume 325 300 275 250 225 200 175 150 125 100 75 50 25 0
Volume of Deals
90 80 70 60 50 40
50
30
50
20 10
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200
100
Volume of Deals
300
800
TMT hottest sector in the US, nearly doubling Pharma, Medical & Biotech, as tech craze shows no signs of slowing Energy, Mining & Utilities dominate Canadian deal landscape with Albertas tar oil sands still attracting a raft of foreign interest Consumer places second in Brazil, still a bright spark as growth falters while the countrys Energy, Mining & Utilities sector shows renewed promise as the top sector
Warm 300 75 40
Cold 20 10 0
Note: The Intelligence Heat Chart are based on companies for sale tracked by mergermarket in the respective regions between 16 December 2011 and 15 June 2012. Opportunities are captured according to the dominant geography and sector of the potential target company. mergermarkets Heat Chart of predicted deal flow is based on the intelligence collected in our database relating to companies rumoured to be for sale, or officially up for sale in the respective regions. It is therefore indicative of areas that are likely to be active in the months to come. The intelligence comes from a range of sources, including press reports, company statements and our own team of journalists gathering proprietary intelligence from M&A across the regions. The data does not differentiate between small and large transactions, nor between deals that could happen in the short or long-term.
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H1 2011
Market share 30.6% 9.6% 3.5% 10.8% 18.3% 5.9% 6.6% 2.1% 7 .8% 0.1% 2.26% 0.4% 0.8% 0.0% 1.2% Deal Count 145 238 185 291 317 260 196 65 17 14 55 36 53 9 11 1,892 Value (%) -54.9% -13.9% 139.9% -35.0% -63.9% -23.8% -45.7% 38.4% -74.5% 919.4% -61.1% 39.8% -69.2% 245.7% -96.1% -40.1%
Change
Deal Count -6 -71 -14 -15 -31 -97 -53 -7 0 -5 2 -4 -17 -3 0 -321
Canada 14.7%
Canada 10.3%
US (West) 17.1%
US (West) 20.5%
US (South) 22.8%
US (South) 24.1%
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24-Feb-12
Apollo Global Management, LLC; Riverstone Holdings LLC; Access Industries; Korea National Oil Energy Transfer Partners LP
EP Energy Corporation
El Paso Corporation
7 ,150
30-Apr-12
Sunoco, Inc.
Credit Suisse
6,959
29-May-12
Marubeni Corporation
Nomura Holdings
Gavilon LLC
Morgan Stanley
General Atlantic LLC; Soros Fund Management LLC; and Ospraie Management LLC
5,300
28-Mar-12
Pentair Inc
5,230
27-Jan-12
Barclays; Citigroup
Solutia Inc
Deutsche Bank; Moelis & Company; Perella Weinberg Partners; The Valence Group
4,600
20-May-12
DaVita Inc
JPMorgan
4,418
22-May-12
SAP AG
Ariba Inc
Morgan Stanley
4,311
18-Apr-12
Barclays; JPMorgan
4,292
30-Jan-12
ABB Ltd
Deutsche Bank
3,770
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* Based on the target geography only and the advisor advising the buy-side only.
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bucked a trend of two consecutive quarters of decline that started back in Q3 2011. But this didnt stop it from being the regions second-lowest quarterly total since Q2 2010 (US$ 71bn). Fortunes varied across the region but most headed south. China, with a H1 2012 total deal value of US$ 50.6bn, was down just 0.8% from H1 2011 (US$ 50.2bn). Australia though, hit by falling commodity prices, recorded US$ 23.2bn in H1 2012 M&A, a 22.3% fall from H1 2011 (US$ 29.9bn). This was the biggest year-on-year decline of any country in the region. Asian investment (including Japan) into Europe, an oft-cited M&A trend recently, actually fell in Q2 2012; at US$ 13.3bn this was 9.1% down on Q1 2012 (US$ 14.6bn). Although H1 2012 M&A into Europe was at US$ 27.9bn, down 31% on H1 2011 (US$ 40.5bn), this was still the third-highest half-year total in eight years.Credit Suisse topped the H1 2012 Asia-Pacific advisory league table, by deal value, advising on deals worth a combined US$ 39.5bn, and was up an impressive seven places from its eighth-place finish in H1 2011. Goldman Sachs finished top by deal volume, advising on 24 deals worth US$ 29.6bn.
0 Q 4 2 0 Q 4 3 0 Q 4 4 0 Q 4 1 0 Q 5 2 0 Q 5 3 0 Q 5 4 0 Q 5 1 0 Q 6 2 0 Q 6 3 0 Q 6 4 0 Q 6 1 0 Q 7 2 0 Q 7 3 0 Q 7 4 0 Q 7 1 0 Q 8 2 0 Q 8 3 0 Q 8 4 0 Q 8 1 0 Q 9 2 0 Q 9 3 0 Q 9 4 0 Q 9 1 1 Q 0 2 1 Q 0 3 1 Q 0 4 1 Q 0 1 1 Q 1 2 1 Q 1 3 1 Q 1 4 1 Q 1 1 1 Q 2 2 12
70
125
15
Volume of Deals
35 30 25 20
100
40 10
30
75
20 5 10
15 10 5
50
25
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50
40
Volume of Deals
165bn). Asia-Pacifics Q2 2012 total deal value of US$ 71.1bn was up 3% on Q1 2012 (US$ 68.3bn), as it just about
18-May-12
4,180
29-Feb-12
Shanghai Baosteel Stainless Steel Co Ltd Marubeni Corporation; POSCO; and STX Corporation Co Ltd MediaTek Inc
4,073
30-Mar-12
3,655
22-Jun-12
2,950
07-Mar-12
1Malaysia Development
Standard Chartered
2,816
29-Feb-12
Baoyin Special Steel Pipe Co Ltd (58.5% Stake); Baoshan Iron & Steel Co Ltd (special BNP Paribas; Leonardo & Co; Morgan Stanley Bank of America Merrill Lynch; RBC Capital Markets Credit Suisse; DBS Bank; ING; Morgan Stanley Edison International SpA
CITIC Securities Co
2,697
06-May-12
Electricite de France SA
Lazard; Rothschild
7 ,582
20-Mar-12
Viterra Inc
7 ,347
02-Apr-12
7 ,338
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Industrials & Chemicals still the top sector in Greater China, over double that of TMT, and a sign that the worlds factory doesnt show any signs of giving up that moniker lightly Financial Services in Southeast Asia comes in second-most popular as overseas interest picks up; especially in providing wider services to the unbanked masses in countries such as Indonesia and the Philippines Japanese Consumer sector sees renewed life in companies for sale figure, as does Greater China where it comes in third evidence of the potential spending power of over one billion people
Note: The Intelligence Heat Chart are based on companies for sale tracked by mergermarket in the respective regions between 16 December 2011 and 15 June 2012. Opportunities are captured according to the dominant geography and sector of the potential target company. mergermarkets Heat Chart of predicted deal flow is based on the intelligence collected in our database relating to companies rumoured to be for sale, or officially up for sale in the respective regions. It is therefore indicative of areas that are likely to be active in the months to come. The intelligence comes from a range of sources, including press reports, company statements and our own team of journalists gathering proprietary intelligence from M&A across the regions. The data does not differentiate between small and large transactions, nor between deals that could happen in the short or long-term.
Warm 100 60 40
Cold 20 10 0
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H1 2011
Market share 13.8% 15.4% 20.9% 5.6% 3.8% 4.3% 11.2% 2.9% 5.5% 2.4% 3.4% 0 6.7% 1.1% Deal Count 103 97 240 121 113 69 137 25 50 15 38 50 26 18 1,102 Value (%) 79.4% -7 .4% -33.9% 88.2% 19.1% -22.6% -71.0% -3.0% -63.6% -15.6% -63.6% -1 -86.0% -77 .5% -15.1%
Change
Deal Count -22 -55 -45 -20 -16 -65 8 -8 -4 -8 -3 -6 -243
Indonesia 5.8%
Other 6.9%
Malaysia 3.7%
India 11.5%
Japan 20.8%
Australia 13.2%
Australia 14.5%
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1 Deutsche Bank 2,436 4 17 2 UBS Investment Bank 1,639 1 7 3= Citigroup 1,021 1 3= Investec 1,021 1 5 5 JPMorgan 646 1 6 Record Point 545 1 10 7 Morgan Stanley 146 1 8 Kotak Investment Banking 136 1 9 9 Deloitte 117 4 10 M&A International 114 2 12 11 DBS Bank 112 2 2 12 Goldman Sachs 103 1 13 Houlihan Lokey 75 1 3 14 Ernst & Young 72 1 15 JM Financial 46 1 * Based on the target geography only and the advisor advising the buy-side only.
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Company Name CITIC Securities Co Citigroup Morgan Stanley Deutsche Bank Rothschild Credit Suisse Goldman Sachs HSBC UBS Investment Bank Somerley KPMG China International Capital Corporation Barclays JPMorgan Bank of America Merrill Lynch
H1 2012 Value Deal (US$m) Count 11,962 9,730 7 ,878 11,536 7 ,067 18,515 16,073 10,579 10,995 2,890 1,880 1,670 3,947 3,767 3,236 8 8 8 7 7 6 6 6 5 5 5 5 4 4 4
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
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While global M&A activity continued to drop, Africa & Middle East activity rose for the second consecutive quarter, based on deal value. In the first half of 2012, Africa and ME M&A (US$ 22bn) accounted for 2.4% of aggregate global deal activity, trailing all regions. Even though there continued to be a rise in M&A activity in Africa & ME, these numbers were a bit discouraging when comparing them to H1 2011. Africa & ME saw US$ 26.3bn-worth of deals announced in H1 2011, with US$ 19.7bn in Q1 alone. This emphasized the continued drop in M&A activity, a US$ 4.2bn gap in deal value as H1 2012 finished with US$ 22.1bn in deals. Examining deal activity by quarter though, the picture is brighter. M&A activity continued to rise for the second consecutive quarter; Q2 2012 (US$ 13.5bn) was the second consecutive quarterly increase from Q4 2011 (US$ 6.8bn) and was up 58.2% on Q1 2012 (US$ 8.6bn). HSBC topped the H1 2012 Africa & Middle East advisory league table by deal value, advising on US$ 6.5bn-worth of deals, with Goldman Sachs, Lazard, Bank of America Merrill Lynch, and SG rounding out the top five. H1 2012
Sector Telecommunications Financial Services Energy, Mining & Utilities Consumer Technology Industrials & Chemicals Pharma, Medical & Biotech Business Services Construction Media Transport Agriculture Leisure Defence Real Estate Total Value (US$bn) 6.3 5.4 3.0 2.4 1.26 1.1 0.7 0.7 0.6 0.3 0.2 0.05 0.01 0.0 22.0 Market share 28.7% 24.3% 13.7% 11.0% 5.71% 4.9% 3.3% 3.3% 2.5% 1.3% 1.1% 0.2% 0.1% 0.0% Deal count 7 26 19 20 9 13 6 17 6 7 5 3 4 0 0 142
110 100
20
80 70 60 50
15
10
40 30
20 10
Value (US$bn) 1.2 1.3 9.3 2.3 1.2 1.9 3.80 1.0 0.2 0.2 0.01 0.01 0.1 0.1 3.82 26.3
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1 0 Q 4 2 0 Q 4 3 0 Q 4 4 0 Q 4 1 0 Q 5 2 0 Q 5 3 0 Q 5 4 0 Q 5 1 0 Q 6 2 0 Q 6 3 0 Q 6 4 0 Q 6 1 0 Q 7 2 0 Q 7 3 0 Q 7 4 0 Q 7 1 0 Q 8 2 0 Q 8 3 0 Q 8 4 0 Q 8 1 0 Q 9 2 0 Q 9 3 0 Q 9 4 0 Q 9 1 1 Q 0 2 1 Q 0 3 1 Q 0 4 1 Q 0 1 1 Q 1 2 1 Q 1 3 1 Q 1 4 1 Q 1 1 1 Q 2 2 12
H1 2011
Market share 4.5% 5.0% 35.4% 8.7% 4.4% 7 .1% 14.4% 3.8% 0.7% 0.7% 0.1% 0.0% 0.3% 0.3% 14.5% Deal count 4 19 25 25 17 21 18 15 9 1 6 1 3 3 7 174 Value (%) 428.6% 310.8% -67 .7% 5.1% 8.4% -42.0% -80.9% -28.1% 179.2% 52.6% 1,657 .1% 246.2% -85.6% -100.0% -100.0% -16.4%
Change
Deal Count 3 7 -6 -5 -8 -8 -12 2 -3 6 -1 2 1 -3 -7 -32
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Volume of Deals
25
90
19-Jun-12
2,071
05-Jun-12
Hutchison Whampoa Limited; and Li Ka Shing Foundation Limited Eurasian Natural Resources Corporation Plc Shlomo Eliahu (private investor)
Goldman Sachs
Scailex Corporation Ltd (75% Stake) First Quantum Minerals (Kolwezi Tailings project, Frontier and Lonshi mines and related Migdal Insurance and Financial Holdings Ltd (69.1% Stake)
Lazard
1,392
05-Jan-12
Goldman Sachs; Jefferies & Company; RBC Capital Marketsc; Simmons & Company
1,250
07-Mar-12
1,098
28-Mar-12
EFG-Hermes Holding
991
05-Jun-12
Asia Cell Telecommunication Company Ltd (19% Stake) PwC HSBC Bank Middle East Limited (Oman based operations) (49% Stake) Centrale Laitiere (37 .8% Stake)
Credit Suisse
931
18-Apr-12
HSBC
733
27-Jun-12
Danone SA
686
16-Apr-12
Stratasys Inc
Objet Limited
630
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Energy, Mining & Utilities secures most companies for sale title in Africa & Middle East M&A as shale gas discoveries and a wealth of minerals helps drive investor interest TMT the top sector in Middle East where the internet and social media are starting to flourish Financial Services comes in third overall, investors start to see potential of the regions vast potential in the sector
Cold 70 20 0
Note: The Intelligence Heat Chart are based on companies for sale tracked by mergermarket in the respective regions between 16 December 2011 and 15 June 2012. Opportunities are captured according to the dominant geography and sector of the potential target company. mergermarkets Heat Chart of predicted deal flow is based on the intelligence collected in our database relating to companies rumoured to be for sale, or officially up for sale in the respective regions. It is therefore indicative of areas that are likely to be active in the months to come. The intelligence comes from a range of sources, including press reports, company statements and our own team of journalists gathering proprietary intelligence from M&A across the regions. The data does not differentiate between small and large transactions, nor between deals that could happen in the short or long-term.
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League Table of Financial Advisers to Africa & Middle East M&A: Volume
Ranking H1 H1 2011 2012 1 15 10 11 5 43 4 2 36 21 19 14 8 9 6 18 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Company Name Goldman Sachs PwC Ernst & Young HSBC Bank of America Merrill Lynch RBC Capital Markets JPMorgan Rand Merchant Bank Lazard UBS Investment Bank Rothschild Jefferies & Company Barclays Standard Bank Group Investec BDO Nomura Holdings Credit Suisse Citigroup EFG-Hermes Holding H1 2012 Value Deal (US$m) Count 6,211 2,165 841 6,540 3,388 2,096 1,565 1,051 5,359 3,046 2,301 1,475 993 831 776 77 3,264 2,931 2,356 1,241 7 6 6 5 5 5 5 5 4 4 4 4 4 3 3 3 2 2 2 2 H1 2011 Deal Count Count Change 11 4 6 5 7 1 8 10 1 3 3 4 6 6 7 3 -4 2 0 0 -2 4 -3 -5 3 1 1 0 -3 -3 -5 -1 -
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Criteria
All data is based on transactions over US$5m announced between 1 January 2012 and 30 June 2012, unless stated otherwise. Deals with undisclosed deal values are included where the targets turnover exceeds US$10m. Deals where the stake acquired is less than 30% will only be included if their value is greater than US$100m. Activities excluded from the league tables include property transactions and restructurings where the ultimate shareholders interests are not changed. The M&A activity table and league tables are based on the dominant geography of any of the target, bidder or seller. The overall trend graph and pie charts are based on the dominant geography of the target only. The cross-border trend graph and pie charts are based on the dominant geography of the target and the bidder. All sector breakdowns are based on the dominant sector of the target only. The trend graphs are based on transactions announced in the given time periods. For this report, inbound refers to deals where the dominant geography of the target is X and the dominant geography of the bidder is outside X; outbound refers to deals where the dominant geography of the target is outside X and the dominant geography of the bidder is X. All data correct as of 02 July 2012. Criteria: http://www.mergermarket.com/pdf/deal_criteria.pdf About mergermarket mergermarket is a mergers & acquisitions (M&A) intelligence service. mergermarket is part of The Mergermarket Group which has over 450 employees worldwide and regional head offices in New York, London and Hong Kong. In any market, the life blood of advisors is deal flow. mergermarket is unique in the provision of origination intelligence to the investment banking, legal, private equity, acquisition finance, public relations (PR) and corporate markets. With an unrivalled network of analysts covering M&A in the Americas, Europe, Middle-East, Africa and Asia-Pacific, mergermarket generates proprietary intelligence and delivers it together with daily aggregated content, on its mergermarket.com platform and by real-time email alerts to subscribers. This wealth of intelligence, together with a series of deal databases, individual and house league tables, profiles and editorial have proven time and time again that this product can and does generate real revenues for clients. This is apparent when you see that mergermarket is used by over 1500 of the worlds foremost advisory firms to assist in their origination process.
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