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Global M&A Series Consumer & Retail

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Global M&A Series Consumer & Retail A study of global Consumer & Retail M&A activity by Mergermarket, in association GLOBAL with Squire Sanders M&A SERIES CONSUMER & RETAIL 2013 Published by: 02 CONTENTS Foreword 03 Consumer & Retail Overview 04 M&A Spotlight: Emerging Markets 11 Q&A – UK: Nick Allen, Squire Sanders 17 Q&A – Russia: David Wack, Squire Sanders 18 Q&A – China: Dan Roules, Squire Sanders 19 About Squire Sanders 20 About Mergermarket 22 GLOBAL M&A SERIES – CONTENTS FOREWORD 03 Welcome to Squire Sanders’ fourth edition of the Global M&A Series. Drawing from extensive data on M&A activity in the consumer and retail sectors, this report offers insight into the challenges and opportunities facing the industry on a global scale. Dealmaking has remained a central part of many Regarding future developments, all eyes will be on emerging markets. consumer businesses’ growth strategies, thanks More so than ever, consumer businesses have looked to tap into the rising to the continual demand for new products and spending power in developing economies. The number of deals with Asia- distribution networks. Large-cap deal flow was Pacific and Latin America-based targets has jumped up in the past few particularly robust as sizeable, healthy companies years. This trend is increasingly reciprocal, with emerging market businesses were able to take advantage of low interest rates becoming global acquirers in their own rights. and easy credit access. The reports in this Global M&A Series focus on specific sectors – in this The food and drink space has been particularly case, consumer and retail – to gain perspective into the factors fuelling active over the past year. A number of food and drink investment and consolidation in the relevant industries. conglomerates, including Kraft Foods and Sara Lee, have spun off branches to concentrate on faster-growing areas. Another driver is the rising popularity of health and wellness products, particularly pro-biotic dairy and baby food. Even with these bright spots, M&A activity in the consumer sector shows weariness from the inhospitable macroeconomic climate. While deal volume William Downs has rebounded since the worst days of the crisis, value has been less quick Global Practice Group Leader, Corporate and Corporate Finance to recover. Economies once considered sure bets for growth, including China, Squire Sanders India and Brazil, slowed down in 2012, posing questions about future growth. [email protected] GLOBAL M&A SERIES – FOREWORD 04 CONSUMER & RETAIL OVERVIEW In an era of households cutting back and weak Consumer global M&A trends confidence about the future, consumer and retail 600 200,000 sector dealmaking has proven a bright spot for M&A. Fallout from the financial crisis was severe 500 and continues to shape the consumer M&A market 150,000 Value of delas Value in many ways. However, other more positive factors 400 with long-term implications are also at play and are influencing the business strategies of consumer 300 100,000 U S$m companies looking to long-term growth areas for the umber of deals N future. In particular, the combination of constantly 200 changing consumer tastes, the importance of 50,000 scale and the rapid evolution of emerging markets 100 increasingly compel large consumer companies to 0 0 employ M&A as a key strategic tool. Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 08 08 08 08 09 09 09 09 10 10 10 10 11 11 11 11 12 12 12 12 13 Improved credit conditions for sure-footed corporates – and consolidation among struggling retailers and Number of deals Deal value US$m consumer food and products companies – further stoked activity in 2012, with dealmaking by both Annual deal size splits by volume volume and value hitting highs not seen since the 2000 pre-crisis period. In total, 1,797 transactions worth 1800 a disclosed US$259.3bn came to market, marking 72 83 91 62 72 77 1600 124 year-on-year increases of 1% and 37% in volume 114 75 134 48 44 1400 118 and value terms. 36 390 354 484 97 1200 354 172 325 195 Deal size trends 1000 191 155 umber of deals 800 N 196 Within the consumer space (in which we include, 600 979 906 alongside retail, the food and drink, fashion and 825 802 19 400 652 14 23 clothing, beauty and personal care products, 71 32 200 homeware and luxury goods sectors), large-cap deal 203 0 flow has been remarkably buoyant. Last year 91 2008 2009 2010 2011 2012 2013 deals were announced carrying enterprise values above US$500m, compared to 83 in 2011. Unlike for small and medium firms (where financing by and Quarterly deal size splits by volume large remains difficult), large consumer companies 500 with reasonable leverage enjoy easy credit access at 19 13 12 25 450 24 historically low rates. 24 36 23 16 30 17 22 30 15 12 18 16 25 36 24 400 23 11 32 34 30 15 22 8 37 32 28 15 13 27 80 A lack of quality targets and uncertainty about future 350 26 117 104 16 28 85 92 90 14 96 80 23 growth in both developed and emerging markets 300 78 104 99 42 73 55 50 41 42 38 68 pose the main challenges to M&A – the key growth 250 56 43 45 39 39 32 32 markets of China, India and Brazil all registered a umber of deals 200 N slowdown in 2012, for instance. On the bright side, 267 150 238 203 235 improving consumer sentiment and an outlook for 199 198 202 217 216 237 232 243 192 100 stronger growth in the US, signs of Eurozone stability and a pickup in activity in key emerging markets bode 50 0 well for big-ticket deals this year and next. Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 10 10 10 10 11 11 11 11 12 12 12 12 13 Regional perspectives Key for above two graphs: Breaking down deals by target geography points Not disclosed <US$15m US$15m-US$100m to a shift away from Western Europe towards US$101m-US$250m US$251m-US$500m >US$500m GLOBAL M&A SERIES – CONSUMER & RETAIL 05 Top consumer M&A deals, 2012-2013 Announced Status Target Subsector Target Bidder Bidder Seller Seller Deal value country country country US$m Feb-13 P HJ Heinz Company Food & USA Heinz Buyout Consortium USA 27,362 Beverage Aug-12 C Kraft Foods Group Inc Food & USA Kraft Foods Inc USA Mondelez USA 26,294 Beverage (shareholders) International Inc Jun-12 P Grupo Modelo SAB de CV Food & Mexico Anheuser-Busch InBev Belgium 20,100 (49.7% stake) Beverage NV Apr-12 C Pfizer Nutrition Food & USA Nestlé SA Switzerland Pfizer Inc USA 11,850 Beverage Sep-12 C Fraser & Neave Ltd Food & Singapore TCC Group Thailand 11,681 Beverage Nov-12 C Ralcorp Holdings Inc Food & USA ConAgra Foods Inc USA 6,740 Beverage Jun-12 C Alliance Boots GmbH Retail Switzerland Walgreen Company USA AB Acquisitions United 6,690 (45% stake) Holdings Ltd Kingdom Jul-12 C Asia Pacific Breweries Ltd Food & Singapore Heineken NV Netherlands Fraser & Neave Singapore 6,593 Beverage Ltd; Kindest Place Groups Ltd May-12 C DE Master Blenders Food & Netherlands Sara Lee Corporation USA Hillshire Brands USA 5,876 1753 BV Beverage (shareholders) Co Apr-13 P GD Midea Holding Co Ltd Other China Midea Group Co Ltd China 4,917 (58.83% stake) consumer C = Complete; P = Pending Target region splits by volume and value Bidder region splits by volume and value 1% 1% 1% 1% 1% 1% 1% 1% 100% 100% 1% 1% 1% 1% 1% 2% 1% 4% 1% 5% 5% 4% 5% 5% 5% 2% 2% 4% 3% 5% 5% 4% 90% 7% 5% 7% 90% 5% 7% 12% 6% 6% 6% 11% 14% 80% 15% 80% 17% 16% 15% 14% 70% 19% 70% 60% 29% 60% 40% 26% 48% 23% 24% 25% 50% 50% Percentage Percentage 40% 42% 40% 30% 30% 40% 41% 41% 42% 42% 36% 20% 20% 28% 10% 18% 10% 0% 0% 2008-2011 2012-2013 2008-2011 2012-2013 2008-2011 2012-2013 2008-2011 2012-2013 Volume Value Volume Value Key for above two graphs: Western Europe North America Asia-Pacific Latin America Central & Eastern Europe & CIS Japan Middle East & North Africa Sub-Saharan Africa GLOBAL M&A SERIES – CONSUMER & RETAIL 06 CONSUMER OVERVIEW Top cross-border M&A deals, 2012-2013 Announced Status Target Subsector Target Bidder Bidder Seller Seller Deal value country country country US$m Jun-12 P Grupo Modelo SAB de CV Food & Mexico Anheuser-Busch InBev Belgium 20,100 (49.7% stake) Beverage NV Apr-12 C Pfizer Nutrition Food & USA Nestle SA Switzerland Pfizer Inc USA 11,850 Beverage Sep-12 C Fraser & Neave Ltd Food & Singapore TCC Group Thailand 11,681 Beverage Jun-12 C Alliance Boots GmbH Retail Switzerland Walgreen Company USA AB Acquisitions United 6,690 (45% stake) Holdings Ltd Kingdom Jul-12 C Asia Pacific Breweries Ltd Food & Singapore Heineken NV Netherlands Fraser & Neave Singapore 6,593 Beverage Ltd; Kindest Place Groups Ltd May-12 C D.E Master Blenders Food & Netherlands Sara Lee Corporation USA Hillshire Brands USA 5,876 1753 BV Beverage (shareholders) Co. Apr-12 C Statoil Fuel & Retail ASA Retail Norway Alimentation Canada 3,726 Couche-Tard Inc Apr-12 C StarBev LP Food & Czech Molson Coors Brewing USA CVC Capital United 3,498 Beverage Republic Company Partners Ltd Kingdom Nov-12 P United Spirits Ltd Food & India Diageo plc United 3,354 (53.4% stake) Beverage Kingdom Feb-13 P Compania Cervecera Food & Mexico Constellation Brands Inc USA Anheuser-Busch Belgium 2,900 de Coahuila Beverage InBev NV C = Complete; P = Pending Consumer industry snapshots Subsector splits by volume Subsector splits by value 2,000 450,000 1,800 400,000 1,600 62,028 350,000 652 669 1,400 651 300,000 555 S$m 1,200 U 511 250,000 1,000 72,389 584 602 555 200,000 266,676 umber of deals 800 522 N 57,732 Value of deals Value 150,000 75,101 80,645 600 451 28,207 100,000 59,625 67,345 400 74,902 513 471 526 573 106,233 200 392 50,000 62,436 61,984 55,691 39,299 0 0 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 Key for above two graphs: Food & Beverage Retail Other consumer GLOBAL M&A SERIES – CONSUMER & RETAIL 07 both North America and emerging markets, Cross-border M&A by subsector with Western European M&A constrained by the volatile economic environment and anaemic 200 180,000 consumer confidence.
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