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2020 Wilmerhale M&A Report

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2020 Wilmerhale M&A Report M&A Report 2020 WilmerHale recognizesWilmerHale its corporate responsibility to environmental stewardship. 20_0208 Connect with us wilmerhale.com Wilmer Cutler Pickering Hale and Dorr LLP is a Delaware limited liability partnership. WilmerHale principal law offices: 60 State Street, Boston, Massachusetts 02109, +1 617 526 6000; 1875 Pennsylvania Avenue, NW, Washington, DC 20006, +1 202 663 6000. Our United Kingdom office is operated under a separate Delaware limited liability partnership of solicitors and registered foreign lawyers authorized and regulated by the Solicitors Regulation Authority (SRA No. 287488). Our professional rules can be found at www.sra.org.uk/solicitors/code-of-conduct.page. A list of partners and their professional qualifications is available for inspection at our UK office. In Beijing, we are registered to operate as a Foreign Law Firm Representative Office. This material is for general informational purposes only and does not represent our advice as to any particular set of facts; nor does it represent any undertaking to keep recipients advised of all legal developments. Prior results do not guarantee a similar outcome. Photographs within may not be of firm personnel or clients. © 2020 Wilmer Cutler Pickering Hale and Dorr LLP Attorney Advertising 2020 M&A Report – What’s Inside 2 Market Review and Outlook 5 Takeover Defenses: An Update 8 Antitrust Guidelines for Pre-Closing Activities 9 Law Firm Rankings 10 Selected WilmerHale M&A Transactions 12 Disclosure Considerations in Private Company Mergers 14 A Comparison of Deal Terms in Public and Private Acquisitions 17 Impact of Buy-Side Representation and Warranty Insurance on Deal Terms 18 Trends in VC-Backed Company M&A Deal Terms 20 Initial Public Offerings: A Practical Guide to Going Public 2 Market Review and Outlook REVIEW Global M&A Activity – 2000 to 2019 # of deals Deal value (in $ billions) With favorable macroeconomic conditions 4,100 59,647 prevailing for much of 2019, high levels 3,807 56,958 56,189 52,777 52,284 50,526 3,495 51,792 52,258 3,579 50,337 of cash among strategic acquirers and 3,412 3,390 3,459 the Federal Reserve Bank cutting interest 47,041 46,742 3,152 41,357 41,702 2,689 2,650 rates three times during the second half 2,485 35,928 2,501 2,539 2,363 2,396 of the year (the first interest rate cuts 30,934 1,823 1,685 since 2008), the number of reported M&A 1,399 20,519 18,586 17,038 transactions and aggregate deal value 16,511 15,625 1,129 1,015 worldwide both increased modestly. The number of M&A transactions worldwide inched up less than 1%, 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 from 50,337 deals in 2018 to 50,526 Source: S&P Global Market Intelligence in 2019. Global M&A deal value increased by 2%, from $3.39 trillion in 2018 to $3.50 trillion in 2019. The average deal size in 2019 was $68.5 US M&A Activity – 2000 to 2019 million, up by 2% from $67.3 million in 2018 and just shy of the $68.7 million # of deals Deal value (in $ billions) average deal size in 2015, making it the 23,867 second-highest annual figure since 2008. 23,537 2,522 21,633 20,686 20,944 2,180 20,738 2,170 2,158 The number of worldwide billion-dollar 2,081 19,403 19,767 1,966 18,822 1,938 1,824 1,810 16,456 transactions declined by 6%, from 531 in 15,855 14,724 2018 to 498 in 2019—just under the average 1,360 13,564 1,476 12,480 12,572 11,845 1,380 1,368 of 501 that prevailed during the five-year 10,815 1,187 10,040 1,090 9,010 1,017 period from 2013 to 2017. Aggregate global 873 8,332 888 652 billion-dollar deal value increased by 575 5%, from $2.15 trillion to $2.25 trillion. GEOGRAPHIC RESULTS 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Deal volume and aggregate Source: S&P Global Market Intelligence deal value trends varied across geographic regions in 2019: – United States: Deal volume increased European M&A Activity – 2000 to 2019 by 5%, from 19,767 transactions in 2018 # of deals Deal value (in $ billions) to 20,686 transactions in 2019. US deal 22,620 value dipped by 1%, from $2.18 trillion to 2,114 22,230 22,262 22,018 21,494 21,437 20,593 20,255 20,298 19,891 20,054 $2.16 trillion. Average deal size declined 19,510 19,136 by 5%, from $110.3 million in 2018 to 1,695 16,422 1,568 1,565 $104.3 million in 2019—still the third- 1,335 1,378 13,028 1,234 highest annual average since 2007. The 1,158 1,178 1,150 1,153 1,184 1,058 1,104 number of billion-dollar transactions 981 788 7,962 8,165 725 involving US companies decreased by 624 6,621 6,987 543 539 11%, from 340 in 2018 to 302 in 2019, 4,312 while the total value of these transactions remained steady at $1.59 trillion. 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 – Europe: The number of transactions Source: S&P Global Market Intelligence in Europe decreased for the fourth consecutive year, by 5%, from 20,054 deals in 2018 to 19,136 deals in 2019. Total deal deal size declined by 10%, from $68.7 from 205 in 2018 to 200 in 2019. The value fell 14%, from $1.38 trillion in 2018 million to $61.9 million. The number total value of billion-dollar transactions to $1.18 trillion in 2019, while average of billion-dollar transactions involving decreased by 16%, from $937.3 billion European companies dropped by 2%, in 2018 to $785.9 billion in 2019. Market Review and Outlook 3 – Asia-Pacific: The Asia-Pacific region Asia-Pacific M&A Activity – 2000 to 2019 saw a 2% increase in deal volume, from # of deals Deal value (in $ billions) 11,332 transactions in 2018 to 11,544 14,851 1,286 transactions in 2019. Total deal value in 14,079 13,929 1,135 the region decreased by 11%, from $912.0 12,269 12,575 11,563 11,307 11,332 11,544 923 billion in 2018 to $810.3 billion in 2019, 10,494 884 912 9,726 810 while average deal size declined by 13%, 8,829 8,775 741 7,912 699 654 663 640 from $80.5 million to $70.2 million. The 6,845 582 559 number of billion-dollar transactions 497 involving Asia-Pacific companies 384 268 2,747 259 2,250 decreased by 5%, from 146 in 2018 to 138 2,0391611,943 119 in 2019, while their total value fell by 20%, 1,048 84 from $513.3 billion to $411.3 billion. 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Source: S&P Global Market Intelligence SECTOR RESULTS Trends in M&A deal volume and value differed across industry sectors in 2019. Among technology and life sciences Technology M&A Activity – 2000 to 2019 companies worldwide, transaction volume # of deals Deal value (in $ billions) increased, and deal value and average deal size—particularly for life sciences 513 518 7,910 7,533 companies—enjoyed even larger gains. In 7,393 7,218 7,365 480 6,967 6,720 the financial services sector, global deal 6,212 406 6,141 6,108 5,960 396 volume edged down, while deal value 5,869 5,684 5,015 5,139 and average deal size both contracted 4,601 4,459 286 294 271 3,907 250 more severely. In the telecommunications 231 3,307 3,320 200 208 sector, global deal volume increased 184 182 172 166 178 modestly but deal value plummeted by 158 nearly one-half, resulting in a sharp 85 90 decline in average deal size. M&A trends across sectors in the United States were 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 largely consistent with global results. Source: S&P Global Market Intelligence – Technology: Global transaction volume in the technology sector increased by 5%, from 7,533 deals in 2018 to 7,910 deals in 2019. Global deal value grew by 21%, Life Sciences M&A Activity – 2000 to 2019 from $396.2 billion to $479.7 billion. # of deals Deal value (in $ billions) Average deal size increased by 15%, 1,744 410 from $52.6 million to $60.6 million. US 1,546 technology deal volume saw an uptick of 1,343 1,360 1,293 1,265 295 2%, from 3,349 to 3,420 transactions. At 276 259 1,078 1,080 1,075 1,088 256 257 $386.2 billion, total 2019 US technology 1,036 1,050 1,022 909 deal value was 25% higher than the 872 201 2018 figure of $309.4 billion, resulting 631 149 155 155 543 578 132 130 468 489 121 120 118 in a 22% increase in average deal size, 93 81 86 89 from $92.4 million to $112.9 million.
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