Turkish Outbound M&A Review 2014-2015
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Turkish Outbound M&A Review 2014-2015 May 2016 2 Foreword Despite volatile financial markets and local political tension in the last two years, Turkish companies were keen on expanding their global footprint via acquisitions in new geographies. Although the number of deals was lower as compared to the previous periods, the deal volume was remarkable. Turkish corporates’ appetite to expand in global markets translated into a record-breaking level in 2014 in terms of deal value, especially through a couple of mega deals; and last year Turkish investors remained eager but cautious in investing abroad, due to the ascending political uncertainty and weakened financial performance of the companies. Looking ahead, cross border acquisitions of Turkish companies will increase at a strong pace as part of their operational strategies towards becoming regional players and benefiting from the growth potential in the new markets. On behalf of our corporate finance team in Deloitte Turkey, we are delighted to share our Turkish Outbound M&A Review, featuring our analyses regarding the cross-border investments of Turkish corporates over the past two years. Başak Vardar Financial Advisory Leader Partner Turkish Outbound M&A Review 2014-2015 1 Basis of Presentation Transaction data presented in this report are based on information that is readily available in the public domain and include transactions with closing procedures still ongoing at the year end. This study does not include capital market transactions or intra-group share transfers but covers real estate acquisitions, infrastructure projects and concessions. We do not accept any responsibility as to the accuracy or completeness of the data or as to whether all transactions listed herein will necessarily close. 2 Overview Turkish investors’ appetite for cross-border investment Manufacturing, infrastructure, energy, real estate and opportunities has led companies to take bolder steps internet & mobile services were the most targeted in the last couple of years. Main drivers for Turkish sectors by Turkish companies and together hosted 53% outbound M&A activity were revenue growth, of the total deal numbers in 2014 and 2015 combined. acquisition of new distribution/sales channels and In the same period, Turkish investors continued to new facilities, geographical diversification and cost widen their geographic range by closing deals in Japan, efficiencies. Australia and Colombia. Once more, Europe has been 2014 had been a ground-breaking year for Turkish the most preferred investment destination for Turkish companies’ outbound M&A activity which had resulted companies, representing more than half of the total deal in an all time highest deal value of c. US$6.5 billion number, while North America took the second place and (including estimates for undisclosed values). Remarkably, CIS countries coming in third. USA, Germany, Russia, Yıldız Holding’s acquisition of UK-based United Italy, Croatia and Netherlands together witnessed half Biscuits with an acquisition price of US$3.2 billion is of the total deal number, while markets under heavy the largest by a Turkish company for an acquisition financial stress such as Greece and Spain also attracted abroad. Together with 2015, Turkish outbound M&A interest. In addition, assets in countries such as Portugal, activity created a total deal volume of c. US$10.0 billion Jordan, Czech Republic, Liberia, Bosnia Herzegovina, (including estimates for undisclosed values) through 76 Lithuania, Ethiopia and Angola entered into the Turkish transactions over a two year span. investors’ radar. During 2014-2015 period, outbound M&A activity was Similar to previous years, Turkish investors mostly dominated by large and medium sized groups, some acquired either full ownership or a controlling stake in of which appeared to have maintained their pattern foreign targets. of regular acquisitions abroad in recent years. Certain Outbound investments and international expansion groups increased their regional or global footprint via have been emerging as a new major agenda item in the their sustained strategies which may have a knock-on strategic plans of Turkish companies. Many companies effect on other Turkish corporates in different sectors. with different scales are now considering acquisitions both in developed and emerging markets with growth, diversification or cost efficiency ambitions. Deal Number and Deal Volume* 12,000Deal Number and Deal Value* (US$ million) 80 Deal Volume Deal Number 55 51 60 10,000 41 35 40 8,000 25 16 12 6,500 20 9 6 6,000 0 4,000 3,500 3,200 3,300 2,884 -20 2,000 1,626 1,600 1,218 -40 197 - -60 2007 2008 2009 2010 2011 2012 2013 2014 2015 * Including estimates for undisclosed values Turkish Outbound M&A Review 2014-2015 3 estDestination at o -ea Deal uNumber be ( (2014-2015 0 0 5 cocombined) b ed) Major Local Players Again In Action Portugal The backbone of the Turkish outbound M&A activity Other Netherlands UK 3 was nation’s leading conglomerates and other 7 4% Gulf Croatia 4 3 large-scale corporates mainly in food & beverage, 2 9% 4 5% 4% Greece construction, infrastructure and manufacturing sectors. 3% 2 5% Turkish dealmakers who carried on their series of cross- Asia 3% border investments include: Yıldız Holding, OYAK Group, 1 Italy Spain 1% Europe 4 2 Doğuş Group, Global Yatırım Holding, Yıldırım Holding, 46 5% 3% Rönesans Holding, MNG Holding, Genel Enerji. On North Germany 61% the other hand, sector giants such as Türkiye Petrolleri, America 9 Other 12 12% 11 Turkcell, Arçelik, Borusan Holding, Ciner Group, Abdi 16% 14% Switzerland İbrahim, Vestel, Polisan and DowAksa had their share 2 CIS in the outbound M&A activity as well via acquisitions in 3% 8 Sweden their primary sectors. 11% 2 3% Destinations of Interest Being Turkey’s largest trade partner, Europe preserved Destination - Deal Number (US$ mililon, 2014-2015 Destination - Deal Value* (US$ million, 2014-2015 combined) its priority among Turkish investors both in terms of deal combined) value and deal numbers through 46 deals with a total Italy deal value of c. US$7.0 billion (including estimates for 195 undisclosed values) in 2014-2015 period. CIS countries Romania Other, (c. US$1.9 billion) and North America (12 deals) came 245 Sweden 1,091 after Europe in terms of deal value and deal number, respectively. USA took the international lead with 12 298 Russia UK 402 3,213 deals, while Germany came after with 9 transactions, Portugal followed by Russia (5), Italy (4), Croatia (4) and 451 Netherlands (4). On the other hand, Turkish investors Netherlands continued chasing opportunities in new frontiers: Japan, 570 Azerbaijan, Colombia, Australia, Portugal, Jordan, Czech Republic, USA Germany, 1,500 Liberia, Bosnia Herzegovina, Lithuania, Ethiopia and 578 1,457 Angola. Looking ahead, Turkish investors are expected to * Including estimates for deals with undisclosed values pursue opportunities in emerging markets due to promising cost advantages, domestic market potential and relatively lower valuations. Due to strong market fundamentals North America will keep its attractiveness while Europe will still be the most favourable destination for Turkish investors for some time to come considering Customs Union, long-term established trade relations, proximity and availability of opportunities. 4 Sectoral Coverage DealDeal Number (2014-2015 combined) Food & beverage sector contributed the most to overall Manufacturing 13 deal value (including estimates for undisclosed values) with c. 32%, almost all of which came from Yıldız Infrastructure 11 Holding’s acquisition of United Biscuits in 2014. TPAO’s Energy 6 acquisition of Shah Deniz Gas Field helped energy sector Real Estate 5 comprise c. 19% of overall deal value of 2014-2015 period. Manufacturing came as the third in terms of Internet & Mobile Services 5 deal value mainly due to OYAK Group’s acquisition of Technology 4 Almatis. Mining 3 In terms of deal number, manufacturing and Logistics & Transportation 3 infrastructure sectors were the most M&A active sectors with 13 deals and 11 deals respectively, while energy Restaurants & Hospitality 3 (6), real estate (5) and internet & mobile (5) sectors Financial Services 3 followed. Services 3 Manufacturing sector both in Europe and emerging Other 17 markets had always been attractive for Turkish groups as well as infrastructure assets especially the ones in Mediterranean region. Germany and Italy were at the centre of acquisitions in manufacturing sector with 3 deals each. On the other hand, the majority of the deals in real estate (4), technology (3) and internet & DealDeal Value*Value* (US$ (US$ million, million) 2014-2015 combined) mobile services (3) were concentrated in the USA during 2014-2015 period. Food & Beverage 3,227 Energy 1,922 Transaction Sizes (for 2014-2015 combined) Manufacturing 1,536 Record-breaking acquisition of United Biscuits by Yıldız Infrastructure 971 Holding (US$3.2 billion) was almost single-handedly equal to the overall deal value of an ordinary past year. Retail 483 Second largest acquisition was carried out by TPAO (Shah Deniz Gas Field – US$1.5 billion). The average Chemicals 452 size of transactions was clearly higher than any other Construction 286 previous period due to these two large transactions. Including estimates for undisclosed values, the average Mining 141 deal size was around US$132 million (except United Biscuits and Shah Deniz transactions, average deal Wholesale & Distribution 119 size was US$72 million – 2012-2013 average: US$61 Logistics