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Worst M&A Performance for a Decade – Is The Worst M&A performance for a decade – is the bubble about to burst? M&A – Quarterly Deal Performance Monitor: Q4 2017 Worst M&A performance for a decade – is the bubble about to burst? Final quarter of 2017 records poorest performance of M&A deals in the last decade, highlighting the increasing difficulty of delivering successful deals in an overpriced market. LONDON, Monday 18 December, 2017 — The global The M&A research, run in partnership with Cass Business M&A market has for the first time in ten years reversed a School, tracks the number of completed deals over $100m long-term trend of outperforming the Index1 by failing to and the performance of share price of the acquiring company add value through deals made during 2017, according to against market indices. The findings also revealed that the final Willis Towers Watson’s latest Quarterly Deal Performance quarter of 2017 has proved especially challenging to deliver Monitor (QDPM). On an YTD basis, acquirers have value, with dealmakers significantly underperforming the underperformed the index by 0.9pp (percentage points) market by 5.6pp below the index. This is the lowest quarterly in the last 12 months. figure recorded since the QDPM research began in 2008. Figure 1. M&A Quarterly Analysis of market performance, global sample 20.0 The line below (3.6pp) shows The blue line below (5.0pp) The yellow line below (-0.9pp) the median-adjusted performance shows the median-adjusted 17.1 shows the median-adjusted of all acquirers throughout the period. performance of all acquirers performance of all acquirers over a three year rolling period. over one-year rolling period. 15.0 12.9 11.5 10.0 9.3 8.5 7.8 8.1 6.2 Points 5.8 5.3 4.9 5.1 5.0 4.0 4.0 4.3 4.3 4.1 4.1 3.9 4.0 3.1 2.5 2.6 2.6 3.2 2.1 2.0 2.2 1.5 1.7 0.6 0.8 0.7 Percentage 0.0 -0.2 0.8 -1.0 - -1.3 -2.8 -2.7 -5.0 -5.6 -10.0 NB: The share price returns have been adjusted to Index returns over the corresponding period. The MSCI World Index is used as default, unless stated otherwise. 1 MSCI World Index is used as default, unless stated otherwise. 2 willistowerswatson.com Jana Mercereau, Head of Corporate Mergers and Figure 2. M&A Regional Analysis 2016 and 2017 Acquisitions for Great Britain, said: “Global conditions for M&A in 2017 have been tough and delivering a successful Acquirer Returns Adjusted to the MSCI Regional Index deal and realising value is increasingly difficult. Inflated 15.0 price-to-earnings ratios have made deals more expensive, 2016 12.4 with companies often paying large premiums in a bidding 2017 war or as a defensive tactic, and making it increasingly 10.0 difficult to realise a strong return. 7.3 5.0 3.7 2.3 1.1 0.0 -5.0 -10.0 -11.8 -15.0 North AmericaEuropeAsia-Pacific NB: The share price returns have been adjusted to Index returns over the corresponding period. The MSCI World Index is used as default, unless stated otherwise. “However, of the 198 deals completed so far in this quarter, 88 still outperformed the Index. So, we are still seeing value in M&A activity for many but acquirers need to choose their targets carefully and integrate their acquisitions well. In today’s challenging market, improvements in deal selection, deal governance and integration focus will significantly boost the market’s success rate and help acquirers achieve critical deal objectives, including higher returns for shareholders.” Jana Mercereau, Head of Corporate Mergers and Acquisitions for Great Britain 3 M&A – Quarterly Deal Performance Monitor: Q4 2017 Although dealmakers have underperformed in 2017, the In the three-year rolling analysis, Asia-Pacific acquirers still QDPM analysis shows the three-year rolling average remain in the top spot due to their high performance most performance for global acquirers remains positive at 5.0pp, of the last three years, with 17.2pp above their regional with longer-term performance since 2008 currently at index followed by European and North American acquirers 3.6pp, which indicates acquirers over the long term are which have outperformed their regional indexes over the continuing to track well above market indices, maintaining same period by 6.2pp and 1.7pp respectively. a strong return on completed deals. These longer term figures support the proposition that, done well, deals are Following a slow start in the number of deals closed a robust route to corporate growth and do add value to globally in the first half of the year, deals closed in Q4 are shareholders. currently at 1982 (848 YTD), compared to 273 (942 in full- year 2016) for the same period last year, with a significant Regionally, European acquirers with 32 deals continue to be drop in volume in Asia-Pacific compared to prior years. the stand out dealmakers during an otherwise challenging fourth quarter, returning a market outperformance of 8.7pp The analysis reveals traditionally challenging deal types, above the index compared to 3.7pp the previous quarter. such as Large, Cross-sector, and Slow deals to have particularly struggled to add value in Q4 2017. Compared to While acquirers in North America showed an the same period in 2016, the Technology sector also stands underperformance of 4.3pp with 101 deals in Q4 2017, deal out as having significantly underperformed other sectors in makers from Asia-Pacific were significantly lower with a the final quarter of 2017 by 23.9pp. dramatic underperformance of 29.2pp, which is an all-time low for the region. “Technology isn’t just for tech companies anymore, with half of all such M&A deals in the last three months being made by non-tech sectors,” commented Jana Mercereau. “No company can afford to ignore the impact of technology and for an increasing number of organisations, the answer is to buy rather than build in order to acquire needed technologies, capabilities, and products and to close innovation gaps.” “The rapid pace of tech acquisitions has pushed up prices, but this has not deterred buyers who clearly see some targets as must–have assets, even if the potential for value creation in the short to medium term is lower. Successful acquirers of tech capabilities will need a focused strategy, a tailor-made M&A process for tech targets and talent, and to build the right corporate organisation to find, execute and integrate innovative tech firms.” 2 The QDPM research for Q4 2017 includes deals completed between 1st October 2017 and 11th December 2017. We anticipate the current number of deals of 198 to increase by quarter end. 4 willistowerswatson.com About Willis Towers Watson M&A Willis Towers Watson QDPM Methodology Willis Towers Watson’s M&A practice combines our All analysis is conducted from the perspective of expertise in risk and human capital to offer a full range the acquirer. of M&A services and solutions covering all stages of the M&A process. We have particular expertise in the Share-price performance within the quarterly areas of planning, due diligence, risk transfer and post study is measured as a percentage change transaction integration, areas that define the success of in share price from six months prior to the any transaction. announcement date to the end of the quarter. All deals where the acquirer owned less than 50% of the shares of the target after the acquisition Media contacts were removed, hence no minority purchases have Andrew Collis been considered. All deals where the acquirer +44 7932 725 267 held more than 50% of target shares prior to [email protected] the acquisition have been removed, hence no remaining purchases have been considered. Jamie Kilduff Only completed M&A deals with a value of at least +44 7944 573767 $100 million which meet the study criteria are [email protected] included in this research. Deal data sourced from Thomson Reuters. 5 M&A – Quarterly Deal Performance Monitor: Q4 2017 Appendix A: Data Descriptives: Q3 2016, Q2 2017 and Q3 2017 Median Deal Q4 2016 Median Deal Median Deal Value ($m) Q3 2017 Value ($m) Q4 2017 Value ($m) All 273 311 216 312 198 312 Asia-Pacific 112 300 68 216 60 195 Europe 39 242 40 498 32 313 North America 109 422 101 355 101 553 Rest of the world 13 306 7 1,100 5 611 Consumer Products & Services 20 199 19 505 17 346 Consumer Staples 13 218 20 363 15 681 Energy & Power 40 714 11 512 23 528 Financials 32 192 36 255 36 589 Healthcare 17 384 18 704 18 479 High Technology 30 264 28 231 29 200 Industrials 61 422 42 225 21 212 Materials 35 306 23 431 17 265 Media & Entertainment 11 697 4 335 7 302 Retail 8 175 7 174 6 212 Telecommunications 6 315 8 383 9 318 Domestic 196 352 136 250 137 300 Cross-border 77 263 80 347 61 323 Asia-Pacific 23 253 13 270 15 195 Europe 20 255 32 448 21 323 North America 27 253 30 292 21 379 Rest of the world 7 298 5 1,100 4 631 Intra-regional 218 344 164 263 157 302 Cross-regional 55 268 52 347 41 320 Asia-Pacific 19 375 9 270 12 142 Europe 11 175 23 425 14 397 North America 19 206 17 429 12 526 Rest of the world 6 302 3 328 3 611 Intra-sector 178 369 130 398 129 306 Cross-sector 95 250 86 233 69 320 Asia-Pacific 52 242 38 165 29 184 Europe 18 168 11 233 14 321 North America 24 319 35 440 26 768 Rest of the world 1 333 2 267 – – Quick deals 98 250 88 267 72 250 Slow deals 175 374 128 407 126 461 Large deals (over or equal to $1bn) 61 2,356 47 1,759 43 1,827 Mega deals (over or equal to $10bn) 6 3 2 6 willistowerswatson.com Appendix B: Top 25 Deals by Value of Transaction Q4 2017 Date Date Value of Transaction Announced Effective Acquirer Name Target Name ($ mil) 31/10/2016 01/11/2017 CenturyLink Inc Level 3 Commun Inc.
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