Asia Pacific Outbound M&A Trends
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M&A Market Analysis H2 2015 Asia Pacific Outbound M&A Trends Unlocking the Asian Buyer Universe in North American and European Sale Processes Christopher McMahon Brian McDonagh David Silver John Fordham Head of Global M&A Co-Head of Global Investment Banking Head of European Investment Banking Chairman of Baird International [email protected] [email protected] [email protected] [email protected] +1.312.609.4983 +1.704.553.6611 +44.20.7667.8216 +44.20.7667.8438 Anthony Siu Brian Doyal Nicholas Sealy Thomas Fetzer Head of Asia Investment Banking Co-Head of Global Investment Banking Co-Head of European Investment Banking Head of DACH Investment Banking [email protected] [email protected] [email protected] [email protected] +86.21.6182.0980 +1.312.609.4916 +44.20.7667.8370 +49.69.130.149.20 Satoshi Matsumoto Christopher Coetzee Vinay Ghai Tahseen Siddique Director of Japan M&A Head of Global Financial Sponsor Coverage European Financial Sponsor Coverage M&A Research [email protected] [email protected] [email protected] [email protected] +1.646.557.3201 +1.312.609.4913 +44.20.7667.8225 +44.20.7667.8402 Peter Kies Joel Cohen Joe Packee David Cumberland Head of Global Technology & Services Investment Banking Co-Head of Global Industrial Investment Banking Co-Head of Global Industrial Investment Banking M&A Research [email protected] [email protected] [email protected] [email protected] +1.414.765.7262 +1.312.609.4924 +1.414.298.7644 +1.312.609.5429 Baird’s Global Investment Banking Practice Baird is a leading $152 billion in client assets, independent, employee-owned $1.2 billion in revenue and more than middle-market Baird is a leading independent, employee-owned investment bankmiddle -market investment3,100 employees bank in over headquartered in the US headquartered in the100 United offices States globally 5 Businesses: Baird’s Global Investment Banking department has over Private Wealth Management, Equity Capital Markets, professionals across the US, Europe and Asia Baird’s260 Global Investment Banking department Baird5 Capital,Businesses: Fixed Income and Asset Management has offices across North America, Europe and Asia Private Wealth Management, Equity Capital Markets, Baird Capital, Fixed Income and Asset Management $152 billion in client assets $1.2 billion in revenue and more than 3,100 employees in over 100 offices globally Table of Contents 1. Asia Pacific Outbound M&A 3. Unlocking the Asian Buyer Universe 1.1 Executive summary 5 3.1 Valuation 33 Asian companies are changing the global buyer landscape Are Asian buyers competitive in M&A processes? 1.2 M&A activity 7 3.2 Considerations for Western sellers 35 Asia Pacific outbound deal value and count; buyer and target regions Implications of including Asian buyers in sale processes 1.3 Outbound deal drivers 9 3.3 Considerations for Asian buyers 39 Why we expect Asia Pacific outbound M&A activity to increase Specific considerations affecting outbound M&A for Asian buyers 1.4 Inbound deal drivers 15 3.4 Private equity and sovereign wealth funds 43 Why are North American and European targets attractive? Outbound Asian sponsors building global businesses 1.5 Select targets and acquirers 17 3.5 Select strategic acquirers 45 A decade worth of brands and companies acquired by Asian buyers M&A is integral to corporate strategy for these serial Asian acquirers 2. Sector Focus 4. Baird Global Investment Banking 2.1 Baird M&A analysis 21 4.1 Baird’s global investment banking coverage 49 A detailed look at 350 transactions in four selected sectors 4.2 Deep sector expertise 50 2.2 Industrial 23 Accessing technology, IP and manufacturing capabilities 4.3 Selected Baird Asia Pacific M&A transactions 51 2.3 Technology & Services 25 4.4 Selected Baird team members 52 Acquiring tech-enabled business models to move up the value chain 2.4 Consumer 27 Acquiring established Western brands to accelerate growth in Asia 2.5 Healthcare 29 Japan’s appetite for pharmaceuticals and medical technology - 2 - - 3 - 1. Asia Pacific Outbound M&A Asia Pacific outbound M&A activity is on a steep growth path with over $275bn of deal value in the last 18 months BAIRD M&A ANALYSIS (1) China is catching up with Japan as an outbound acquiring nation in North America and Europe Asian buyers prefer targets with an Asian growth story or a platform to enter attractive Western sectors 1.1 Deal count by target region Asian buyer risk appetite has increased and corporates are keen to accelerate growth through outbound M&A Executive More Asian corporates have participated in recent Western sale processes and gained relevant M&A experience North America Europe Majority of outbound private equity (PE) activity is from a handful of firms in China, Australasia and Singapore Summary Outbound activity from cash-rich and sophisticated Asian buyers is expected to increase across all deal sizes 110 (1) BAIRD M&A ANALYSIS – 350 SELECTED ASIA OUTBOUND DEALS – DEAL COUNT BY BUYER / TARGET REGION 58 Asian 120 62 companies are 94 2005 - 2009 2010 - Aug 2015 changing the global buyer 24 23 21 Deal count by buyer region landscape 17 14 14 15 Japan 44% China 21% US UK DACH Rest of US UK DACH Rest of India 12% Europe Europe Australasia 12% Rest of Asia 11% 24 Deal count by sector 17 10 10 5 8 7 Industrial 45% 2 Tech & Services 26% US UK DACH Rest of US UK DACH Rest of Europe Europe Consumer 14% Healthcare 15% “Go Global” strategy of Asian corporates to elevate themselves from national to global champions via outbound M&A Analysis of 350 deals shows Japan is the most active in industrial, technology & services, consumer and healthcare sectors Avg deal size by buyer region Japan’s outbound M&A across sectors is driven by limited domestic growth with its shrinking, ageing population ($ in millions) China is acquiring overseas to procure industrial technology and to supply branded Western products domestically $670 Indian corporates acquire overseas to move up the value chain, especially in business process outsourcing (BPO) / IT $610 $495 Australasia is acquiring abroad to access developed markets and larger economies outside Australia / New Zealand Chris McMahon Private equity exits in North America and Europe increase the opportunity for Asian firms to acquire overseas $265 Managing Director Head of Global M&A (1) Baird selected 350 deals since 2005 in four sectors (industrial, technology & services, consumer, healthcare) focusing on large and mid-market deals. Rest of Europe comprises European countries excluding the UK and DACH (Germany, Austria, Switzerland) region. Canada accounts for 1% of transactions. Japan China India Australasia - 5 - Select landmark deals BAIRD M&A ANALYSIS – VALUATION TRENDS NORTH AMERICA EV / EV / EBITDA by year <10x EBITDA >10x EBITDA Year Target / HQ Acquirer / HQ EV (m) EBITDA Subsector 2015 Polypore Energy Storage Asahi Kasei $2,200 16.0x Filtration 100% 2014 Avanir Pharmaceuticals Otsuka Pharmaceutical $3,038 26.4x rev. Pharma 80% 2014 Motorola Mobility Lenovo $2,910 N/A Smartphones 60% 2014 Unilever’s Ragu and Bertolli Mizkan Group $2,150 15.8x Food & Bev 40% 2014 Beam Suntory $15,421 20.4x Food & Bev 2013 Smithfield Foods Shuanghui International $6,939 7.2x Food & Bev 20% 2013 Gavilon’s Grains & Fertiliser Marubeni $4,300 N/A Agriculture 0% 2006 2007 2008 2009 2010 2011 2012 2013 2014 YTD-15 2012 Goodman Global Daikin Industries $3,700 10.6x HVAC 2011 Graham Packaging Co Reynolds (Rank Group) $4,843 9.0x Packaging Asian buyers pay premium valuations for quality Western businesses and 2010 OSI Pharmaceuticals Astellas Pharma $3,324 19.0x Pharma ‘trophy assets’ as well as take a long-term view and invest significantly in challenged companies post-acquisition 2010 Pactiv Corp Rank Group $6,574 9.2x Packaging 2008 Millennium Pharmaceuticals Takeda Pharmaceutical $8,401 15.2x rev. Pharma Asian buyers often have lower realisable cost synergies compared to Western acquirers already operating in the target’s sector and geography. However, 2007 BobCat, Ingersoll Utility & Att. Doosan Infracore $4,900 12.2x Construction Equip. Asian buyers may have a unique angle to drive the target’s growth in Asia 2007 Solectron Corp Flextronics $3,128 9.7x Electrical Equipment INCREASING M&A EXPERIENCE FOR ASIAN BUYERS EUROPE EV / Many Japanese corporates have gained significant M&A experience in recent Year Target / HQ Acquirer / HQ EV (m) EBITDA Subsector years, leveraging in-house corporate development teams and external advisors 2015 Avolon Bohai Leasing (HNA) $7,600 12.1x Aircraft Leasing Both state-owned enterprises and privately-owned enterprises in China are 2015 Swissport International HNA Group Co €2,579 9.9x Industrial Services targeting strategic acquisitions where they can accelerate growth in China / Asia 2015 FT (Financial Times) Group Nikkei £844 35.2x Media Less experienced Asian buyers may need more time to assess an acquisition 2015 Pirelli China National Chem. €8,626 7.4x Auto Supply opportunity and conduct due diligence relative to experienced acquirers 2014 Pizza Express Hony Capital £900 10.0x Food & Bev Serial Asian acquirers and Asian private equity firms are able to conduct M&A 2014 RAC GIC £2,000 13.8x Auto Services transactions efficiently and competitively in structured Western sale processes 2013 Grohe Group LIXIL / Dev Bank Japan €3,060 10.7x Building Products Baird believes that relevant Asian buyers should be included in every North American or European sale process to optimise potential outcomes for sellers 2012 Aegis Group Dentsu £3,290 11.8x Media 2012 Weetabix Food Co. Bright Food Group £1,200 9.8x Food & Bev 2011 Nycomed Takeda Pharmaceutical €8,974 10.6x Pharma 2010 Volvo Car Corp Zhejiang Geely €1,364 N/M Auto OEM 2008 Jaguar Land Rover Tata Motors £1,288 N/M Auto OEM 2006 Corus Group Tata Steel £6,200 9.1x Metals 2006 Pilkington Nippon Sheet Glass £3,750 10.2x Building Products Asia Pacific outbound M&A deal value is on a steep growth before the economic downturn – Jaguar Land Rover and GLOBAL M&A ACTIVITY path, increasing 65% in H1 2015 compared to H1 2014.