Baltic M&A Monitor 2020

BALTIC M&A MONITOR 2020 CONTENTS Foreword 3 M&A Overview 4 Sector Watch 10 Baltic Outlook 17 About Ellex 19 About Ellex M&A Team 20 About Mergermarket 21 Ellex | Baltic M&A Monitor 3 FOREWORD Welcome to the 2020 edition of the Baltic M&A More important to the Baltic states’ M&A, however, Monitor, a comprehensive review of M&A activity in are the many positive factors the region can offer. the Baltic region published by Ellex, in association One of these is its strong economic growth, part with Mergermarket. The report closely examines M&A of the long-term convergence in GDP between trends in the three Baltic states: Estonia, Latvia and Eastern European countries in the EU and their Lithuania. This includes insights into particular sectors Western European counterparts. Another is the and countries, and forecasts for the year ahead. high level of education. Estonia is the top European country in maths, science and reading in the OECD’s Despite muted global economic growth, 2019 prestigious Pisa rankings, and Latvia and Lithuania proved to be the second-best year for dealmaking are in the top half globally in each of these subjects. in the region since the credit crunch, with 65 deals All three countries also score well in the World Bank’s worth €1.04bn – a tally beaten only by 2018, with Ease of Doing Business index. Finally, Estonia’s 76 transactions totalling €2.8bn. The biggest deal capital Tallinn and Lithuania’s capital Vilnius have was the €410m acquisition by Estonian bank long histories as tech hubs. LHV Pank of Danske Bank’s private loans unit, as Danske continued to withdraw from the country There are undoubtedly challenges for M&A in the in the aftermath of a money laundering scandal region – not least the strong competition for assets. in its Estonian unit. Another major deal was the However, the Baltic region’s proven ability to innovate April purchase by German cement maker Schwenk should ensure the continued emergence of new and Zement of the Baltic and Nordic assets of Cemex, attractive M&A targets. the Mexico-based cement giant, for €340m. We hope you enjoy reading this report. As always, we The region continued to see a healthy pace welcome your feedback. of smaller M&A deals in tech companies, with technology, media and telecoms (TMT) accounting for more transactions than any other sector in 2018-19. A high-profile tech deal was the €150m acquisition by UK private equity firm Apax Partners of Lithuania’s Baltic Classifieds Group. International interest in inbound Baltic M&A remains broad-based: of the four deals with a disclosed value above €100m in 2019, one involved a British, one a US and one a German bidder. The fourth was the deal involving Estonian bank LHV Pank. Sometimes adverse events prompt M&A. Aside from Danske Bank’s divestments in recent years, in 2019 Estonia saw the sale of two oil terminals, Vopak E.O.S. and Oiltanking Tallinn, amid a challenging backdrop of low oil prices and the rerouting of Russian oil. 4 Ellex | Baltic M&A Monitor M&A OVERVIEW In spite of a year-on-year fall in deal value, M&A activity in the Baltics in 2019 achieved impressive totals by historical standards M&A in the Baltic states in 2019 performed well, with 65 deals recorded, even against 2018’s post-credit Frenetic M&A in Estonia crunch record. Activity among local trade buyers and investors was strong, but many international buyers “The past two years have been extraordinarily good years beat a path to the region too. for Estonia. We have seen a huge number of deals – many more than there used to be. Estonia is a high-tech country, The total disclosed value of deals was, at €1.04bn1, and this gives it a competitive advantage. It has also admittedly well under half the 2019 value of €2.8bn. benefited from very strong and steady GDP growth figures. However, M&A watchers should not read too much The biggest challenge is a problem of success: in a small into this decline, for two reasons. One is that the country that has already seen a large number of deals, there number includes only deals with officially disclosed is not an unlimited supply of high-value assets that can be put on the market values. Another is that the 2018 total was boosted by every year.” one particular deal: the €1bn acquisition of a majority stake in regional bank Luminor, by a consortium of Sven Papp, partner, Ellex in Estonia private equity funds led by Blackstone. Excluding this transaction, the decline in value was much less steep. Estonia continues to lead Recent years have witnessed a striking change Increasing regulatory challenges in the geographical mix of M&A. Estonia saw the highest number of deals for the fourth straight “One of the main challenges for M&A is the regulatory year, accounting for 42% of transactions across the environment. This is increasingly the case in Lithuania region, although last year Lithuania did run Estonia a as well as the Baltics and Europe more generally. close second. Regulations are still evolving, and they cover a wide range of industries and sectors such as energy, Although Estonia is the least populous Baltic state, it transport, IT, TMT, finance and military equipment. In enjoys the highest GDP per capita. It has also received Lithuania, all of these sectors are subject to approval by a strong endorsement by the International Monetary the government’s National Security Commission.” Fund (IMF) in its latest report on the country. The IMF notes: “The economy has performed well in Paulius Gruodis, partner, Ellex in Lithuania recent years, supported by prudent management and effective structural reforms.” The country has a sterling reputation for being business friendly. In the World Bank's Ease of Doing Business rankings, it is placed 18th out of 190 countries, and in the top 10 for registering property and enforcing contracts. Finally, while the country has received negative attention due to recent money laundering scandals, this must be put in perspective. Transparency International, which ranks countries by their citizens’ perception of public sector 1 Mergermarket only registers deals with a minimum deal value of €5m. This report only includes deals where the dominant target country is listed in one of the Baltic countries. “05 Pull quote” 06 Pull quote partner details Ellex | Baltic M&A Monitor 5 Baltic M&A, 2008-2019 80 3,000 70 2,500 60 2,000 50 €m Deal value 40 76 1,500 65 Number of deals 64 30 55 60 54 49 52 52 51 1,000 20 24 500 10 17 0 0 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Deal volume Deal value (€m) Baltic deal volume by country 24% 27% 35% 30% 33% 38% 41% 40% 41% 43% 46% 49% 27% 19% 31% 12% 25% 18% 25% 32% 28% 25% 24% 29% 51% 47% 46% 45% 42% 42% 37% 31% 33% 32% 27% 25% 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Estonia Latvia Lithuania 6 Ellex | Baltic M&A Monitor corruption, places Estonia 18th out of 180 countries and territories in its 2019 survey. The organisation Estonia M&A, 2008-2019 notes that, over the previous eight years, Estonia’s score has risen among the fastest of any country. It 35 2,500 remarks: “A comprehensive legislative framework, independent institutions and effective online tools 30 make it possible to reduce petty corruption and make 2,000 political party financing open and transparent." 25 Prominent recent deals in Estonia include the biggest €m Deal value 1,500 single transaction of 2019 across the Baltic countries: 20 the €410m acquisition by Estonian bank LHV Pank 33 of Danske Bank’s private loans unit. Last year saw 15 32 Number of deals 1,000 27 deals in Estonia, with a disclosed value of €415m, 27 24 compared with 32 deals with a value of €2.3bn the 23 10 previous year. 19 18 15 15 13 500 Lithuania deal count edges up 5 9 8 Lithuania was the only Baltic state to see an increase in the number of deals in 2019 – up by 1 to 26. 0 0 Deal value also increased sixfold to €278m, largely 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 because of the €128m investment in online vintage fashion marketplace Vinted by a group of venture Deal volume Deal value (€m) capital investors. Similar to Estonia, Lithuania has a large amount of high-tech talent — aside from the Vinted investment, the country also witnessed the sale of fleet management software developer Baltic Latvia clamps down on money laundering Car Equipment to US-based Xirgo Technologies. “Latvia has witnessed a real clampdown on money The business environment is deeply attractive laundering: how banks accept clients, and what for investors: Lithuania ranks 11th, the highest of information they need to confirm who is the ultimate any Baltic state, in the World Bank’s Ease of Doing beneficial owner of their client company. Latvia’s Business index, and in the top 10 for enforcing Company Registrar also has new requirements for contracts, registering property and dealing with checking and confirming ultimate beneficial owners. In construction permits. certain cases, even very well-known and reputable foreign clients of ours have had problems opening accounts. This has hampered Latvia deal value rises corporate activity and potentially M&A. This is the new normal here, however, The number of deals in Latvia fell from 19 in 2018 to and eventually it will not be as onerous, once everybody gets used to the 12 in 2019.

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