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Cross-Border Bulletin

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Cross-Border Bulletin V O L . I I I CROSS-BORDER BULLETIN Global M&A Transactions Impacting the U.S. IN THIS ISSUE: JANUARY 2019 COUNTRY FOCUS: SECTOR FOCUS: South Korea Payment Processors 1 EDITOR’S NOTE Cross-border M&A volumes reversed what had been a downward trend since 2015, increasing 21.5% in 2018, with $970 billion of announced transactions. Despite the pickup in transaction volumes, cross-border activity in 2018 was a tale of two halves. Expectations at the beginning of the year were high for record performance in cross-border M&A, driven by the increasing number of mega-deals and the strong global economic prospects for 2018. However, as we entered Q3 2018, cross-border M&A activity was dampened by increasing protectionist legislation – first in the U.S. with a strengthening of CFIUS, and then later globally with similar policies adopted by the E.U. and the U.K. As we look forward to 2019, we expect cross-border M&A amongst western nations to be challenged by these new “CFIUS-like” policies. Likewise, Chinese buyers will continue to be scrutinized in deals involving proprietary technology and critical infrastructure. There are several bright spots, however, for cross-border M&A, such as the sustained health of the global economy, strong balance sheets and continued top line growth. These factors will propel cross-border activity in 2019, even with increased volatility in the financial markets and tempered business confidence. It has been a pleasure to report on cross-border M&A activity in 2018 and we appreciate the enthusiastic feedback from readers of this bulletin. We look forward to continuing to investigate the trends and activity impacting global M&A. If we can be helpful to you as you evaluate your own growth initiatives for 2019, please feel free to contact us and we would be happy to speak with you. Jeff Jacobs Head of Cross-Border M&A PJ SOLOMON Cross-Border M&A Team Jeff Jacobs Christopher Moynihan Managing Director Associate Head of Cross-Border M&A Mergers & Acquisitions [email protected] [email protected] Phone: (212) 508-1627 Phone: (646) 708-8460 WWW.PJSOLOMON.COM CROSS-BORDER BULLETIN 2 WHAT’S IN THIS ISSUE CROSS-BORDER M&A SNAPSHOT 4 KEY TRENDS CFIUS Update & Global Reactions 7 U.S. Finds Opportunity In Emerging Markets 8 U.S. Dollar’s Strength In 2018 10 COUNTRY FOCUS: SOUTH KOREA 11 SECTOR FOCUS: PAYMENT PROCESSORS 13 CROSS-BORDER DATA & ANALYSIS 15 If you would like to be included in our distributio n list, please email [email protected] WWW.PJSOLOMON.COM CROSS-BORDER BULLETIN 3 CROSS-BORDER M&A SNAPSHOT 2018 Highlights ▪ $969.5B Top Global Sectors by on 6,478 cross-border transactions Volume ($) globally ► Healthcare ($177.1B) ► Computers & Electronics ($118.0B) ▪ 7.2% ► Telecommunications ($90.6B) of transactions greater than $1.0B in value Top Global Sectors by Number of Transactions ▪ $438.8B ► Computers & Electronics (1,355 transactions) on 2,256 U.S. cross-border transactions ► Professional Services (671 transactions) ► Healthcare (541 transactions) ▪ $205.0B on 1,229 U.S. outbound transactions Top Counterparties for U.S. M&A (by Volume $) ▪ $233.8B ► U.K ($116.3B, 415 transactions) on 1,027 U.S. inbound transactions ► Canada ($65.4B, 517 transactions) ► Germany ($34.2B, 132 transactions) Source: Dealogic as of December 31, 2018 for announced transactions. All data represents announced transactions and excludes minority investments. This Month’s Point of View: U.S. Economic Outlook “While the U.S. economy is estimated to have grown over 3% last year, its best showing since 2005, storm clouds are gathering. Weakness in Europe and Asia, in particular China, has weighed on global growth prospects. Despite this, the U.S. has performed admirably. However, investors are concerned that continued tightening by the Federal Reserve may cause a recession. This is evident from the flattening in the Treasury yield curve and the sizeable correction in U.S. equity markets. Whether these trends persist will be largely determined by the course of monetary policy. Recent public comments from Fed Chair Powell suggest a less aggressive approach to interest rate hikes. If this is the case, the current U.S. expansion could enter record long territory this year.” Joseph Lavorgna Chief Economist of the Americas, Natixis WWW.PJSOLOMON.COM CROSS-BORDER BULLETIN 4 CROSS-BORDER M&A SNAPSHOT $438.8B U.S. Cross-Border M&A Activity in 2018 % Inbound Volume ($) to U.S. % Outbound Volume ($) from U.S. Asia Pacific 26.2% 13.4% 73.7% 46.2% 27.6% 12.9% EMEA Americas (a) (non-U.S.) Top 5 U.S. Cross-Border Announced Transactions (2018) Transaction Date Acquirer Target Target Country Value ($M) 2/27 Comcast Sky U.K. $53,313 (b) 5/9 Walmart Flipkart India $16,000 3/5 AXA XL Group U.S. $15,425 Johnson Controls (Power 11/13 Brookfield, CDPQ U.S. $13,244 Solutions Business) 1/22 Sanofi Bioverativ U.S. $11,624 Source: Dealogic as of December 31, 2018 for announced transactions. (a) Americas excludes the U.S. and includes Canada, Central America and South America. (b) Transaction value shown as of completed tender offer on October 9, 2018. WWW.PJSOLOMON.COM CROSS-BORDER BULLETIN 5 KEY TRENDS: KEY TRENDS IN CROSS-BORDER M&A ▪ CFIUS UPDATE & GLOBAL REACTIONS ▪ U.S. FINDS OPPORTUNITY IN EMERGING MARKETS ▪ U.S. DOLLAR’S STRENGTH IN 2018 WWW.PJSOLOMON.COM CROSS-BORDER BULLETIN 6 K E Y T R E N D : CFIUS UPDATE & GLOBAL REACTIONS Numerous countries are adopting CFIUS-like policies ▪ In October 2018, CFIUS launched its ▪ German lawmakers also blocked two pilot program to require mandatory Chinese bids into strategically important notification of certain non-controlling assets this year: Leifeld Metal Spinning investments by foreign entities in “critical (a machine tool manufacturer) and technology” U.S. businesses 50Hertz Transmission (a transmission system operator) – the first time Germany ▪ During the pilot program, the Commerce had cited its 2017 changes in the Foreign Department announced it would seek to Trade and Payments Ordinance that review whether dozens of emerging made it easier to veto foreign acquisitions technologies (e.g., robotics, artificial of more than 25% of voting rights in intelligence and quantum computing) strategically important entities should be subject to mandatory reviews by CFIUS, widening its scope of ▪ On November 20, 2018, the E.U. transactions for review Commission agreed on a framework to review foreign direct investment into ▪ Several European countries have critical infrastructure, technologies, recently adopted similar protectionist supplies and information, a policy the policies to CFIUS, continuing the U.S. consulted on and one that mimics backlash to globalization and furthering CFIUS efforts to insulate against perceived security threats to critical infrastructure ▪ We expect these protectionist policies to continue reverberating across western ▪ In July, the U.K. government wrote a nations as countries attempt to slow white paper outlining its proposal to allow cross-border M&A in areas deemed government scrutiny of foreign sensitive, such as emerging technologies investments in any sector of the economy and national security upon a “reasonable suspicion” of a national security threat WWW.PJSOLOMON.COM CROSS-BORDER BULLETIN 7 K E Y T R E N D : U.S. FINDS OPPORTUNITY IN EMERGING MARKETS U.S. Inbound Activity into Emerging Markets Spikes Despite Instability and Declining Number of Deals in the Region EMERGING MARKETS CROSS-BORDER M&A ($M) Number of Transactions Average Transaction Size ($M) $800.0 4,000 2,985 2,732 $600.0 2,524 2,641 2,577 2,474 3,000 1,951 $400.0 $311.1 2,000 $201.8 $179.3 $154.0 $189.8 $200.0 $256.2 1,000 $194.4 -- 0 2012 2013 2014 2015 2016 2017 2018 ▪ In 2018, the MSCI decrease in 2018 outbound emerging markets, including Emerging Markets Index M&A (by number of relatively favorable equity declined by 4.6%, transactions) was the most market valuations and a influenced by slowing significant influence in the quest for technological Chinese economic growth overall decline in emerging innovation and economic instability in markets cross-border M&A ▪ The most notable areas such as Turkey, this past year transaction was Walmart’s Greece and Russia ▪ This decline, however, was $16.0B acquisition of ▪ Cross-border M&A has also partially offset by a 31.8% Flipkart in India been challenged recently in increase in average ▪ As the largest inbound emerging market regions, transaction volumes into emerging markets M&A evidenced by a 21.1% emerging markets, including transaction since 2012, this decline in the number of a 125.5% jump in the defensive play against transactions volume of U.S. acquisitions Amazon is a prime example ▪ Chinese outbound M&A has of emerging market of a large scale deal to accounted for nearly half of companies acquire a globally disruptive all outbound emerging ▪ Several factors have technology market M&A over the last motived U.S. companies to five years. China’s 25.0% pursue transactions in Source: Dealogic as of December 31, 2018 for announced transactions. WWW.PJSOLOMON.COM CROSS-BORDER BULLETIN 8 U.S. Inbound Activity into Emerging Markets Spikes Despite Instability and Declining Number of Deals in the Region VOLUME OF U.S COMPARATIVE P/E MULTIPLES TRANSACTIONS INTO BETWEEN EMERGING EMERGING MARKET MARKETS AND U.S. COUNTRIES ($B) MSCI Emerging Markets S&P 500 $29.4 30 x 28 x $22.9 26 x $19.1 24 x $18.2 $16.8 22 x 22.5x $13.7 $13.0 20 x 18 x 7.7x 16 x 11.2x Price / PriceEarnings/ Multiple 14 x 11.4x 12 x 2012 2013 2014 2015 2016 2017 2018 10 x Jan-15 Jan-16 Jan-17 Jan-18 Jan-19 CHINESE OUTBOUND M&A TOP 5 TRANSACTIONS BY VOLUME (2011- 2018) Number of Outbound Chinese M&A Transactions Year Acquiror Target TEV ($B) 400 % of Total Outbound EM Transactions200% 352 180% 350 2012 ABInBev Modelo $20.3 160% 300 140% 241 244 2018 Walmart Flipkart $16.0 250 120% 200 182 183 100% Global 2014 Telefonica Village $9.8 80% 150 Telecom 51% 45% 45% 60% 100 38% 40% 2016 Asahi SABMiller $7.8 40% 50 20% 2014 Gas Natural CGE $7.3 -- 0% 2014 2015 2016 2017 2018 Source: Dealogic as of December 31, 2018 for announced transactions.
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