UK Technology M&A Review
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1 UK Technology M&A Review January 2021 GLOBAL TECH BANKING 2 3 • The strangest of years but massive Contents government stimulus in response to COVID-19 – whatever it takes Key • Interest rates fell to record lows and 3 Key Findings squeezed valuations even higher • Wave of cheap money fuelling strong Findings 6 Highlights equity markets -NASDAQ up 43% last year. FANG+ doubled 10 UK Technology M&A • Retail investors created bubbles in • Overseas buyers are still key in UK, 13 FinTech the likes of Bitcoin, Tesla and US and accounted for a record 48% of Cloud software IPOs deals in 2020 14 Legal & Compliance • Lots of UK Technology M&A activity, • Consolidation in Payments, Logistics, 15 Property Related over 700 deals. Q4 was up 6% YoY – Legal, Property, Education and digital near record volume transformation 17 Transport & Logistics • UK valuations rose again, 5x • Busiest acquirers in UK in 2020 were 19 Hardware revenues is increasingly common PE backed – such as Advanced, 19 Cybersecurity Access, Clearcourse but also included new buyers from Australia 21 IOT/AI & Machine Learning and Scandinavia 22 EdTech NASDAQ - WHAT CRISIS? • We have a vaccine, Donald has gone, Brexit is behind us – what can 23 Human Capital Management Tech possibly go wrong? 24 Cloud Software 13.5k 25 Information Management 12.5k 26 eCommerce 27 Communications 11.5k 30 ICT Managed Services 33 Computer Games 10.5k 34 Risers & Fallers 9.5k 36 US Technology M&A 8.5k 40 Alternatives – IPOs & Private Equity 7.5k 44 ICON Selected Deals 6.5k 5.5k 1/19 4/19 7/19 10/19 1/20 4/20 7/20 10/20 1/21 TECH M&A REVIEW v 4 5 No. GLOBAL 2 0 2 1 0 TECH M&A DEALS Q4 1 Key M&A 9 9 2 1 Statistics 3 6 2 . UK PRICE to EBIT (x) 2 6 / / 1 2 12mth AVERAGE 8 5 . 3 4 4 2 2,534 2 0 0 2 2 0 0 0 02 2 +9% 0 / 223 2020 6 9 21 9 01 18.4 201 9 6 No. UK TECH 2 37 8 No. GLOBAL % / / 5 M&A DEALS YEAR 4 6 TECH M&A DEALS YEAR 8 0 % 4 2 No. UK TECH 9 0 2 2 0 9 M&A DEALS Q4 2 1 0 1 0 1 UK PERCENTAGE of 2 7 / CROSS BORDER DEALS 7 7 711 8 8,696 9 1 0 -8% 2 -19 % 223 +6% 48% Key Macro D E NASDAQ C Statistics 3 20 1 0 2 2 31 0 1 C E 9 D 202 31 0 EC 9 D 6 0 2 3 US$/£ 47 0 . 6 6 1 / EXCHANGE RATE / 12,890 / 2 4 1 3 5 2 3 . 7 8 1 9 9 FTSE 1 0 +43% 9 BITCOIN (US$) 0 1 2 D 0 E 0 1 C 2 2 3 3 1 1 9 0 01 3 2 2 311 1 1 C 0 3 / 2 2 C 6 C 0 3 E E 1 1.36 D 1 1 E 3 D D E D C C DEC 3 31 1 E 2 2 6,472 0 D 1 +3% 9 0 29,000 2 0 4 0 1 0 6 DE 7 C 31 0 -14% / 2 9 NYSE FANG+ 01 2 4 9 +302% / FTSE techMARK 0 4 7 3 7 0 8 1 / 2 7 5 D 1 9 E 1 3 0 C UNICORNS 2 D 1 3 3 1 E C C E 2 6,311 D 0 3 2 1 4,070 0 2 0 +103% 2 -2% 513 0 TECH M&A REVIEW +17% 6 7 UK TECH M&A DEALS (No.) Highlights 248 227 223 210 2020 was the strangest of years, clearly Central Banks are doing “whatever it 206 199 192 COVID-19 has had a massive impact, takes” to reduce the economic impact of 192 disrupting life globally. Health has risen the pandemic. As a result, interest rates 168 165 to the top of the agenda but with mass are at record lows and look set to remain 163 vaccinations being rolled out in 2021, at near zero for the foreseeable future. there is light at the end of the tunnel. Many bonds are now negative yielding, 124 Microsoft Teams/Zoom and digital which has pushed more money into working have clearly boosted the Tech riskier assets. The Technology sector has sector, accelerating digital transformation again been a prime beneficiary. So, while “UK tech deals also by years and enabling Tech M&A activity the FTSE fell 14% last year, remarkably bounce back to near to continue relatively unaffected. The the NASDAQ was up over 40% and the report showcases the wide selection of FANG+ index doubled. While bond yields record highs – up Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 UK tech M&A deals that closed in 2020. stay super low, lofty valuations of growth 6% in Q4 2018 2019 2020 stocks are likely to persist. ” US 10-year bond yields are currently 1%. The last tech In UK there were 711 Tech M&A deals GLOBAL TECH market wobble in 2H18 was There is clearly a bubble led by private in 2020. Despite all the Brexit and COVID M&A DEALS (No.) caused when these yields investors in some assets. Just look at uncertainty, that is similar to both 2017 increased to 3%. So, the bitcoin and valuations of Tesla, Airbnb, and 2018 and only a slight drop on 2019, key to stretched valuations Zoom, Snowflake. Although the NASDAQ which was a record year. In fact, the is low interest rates. 2547 2534 PE of 25 is high, it is nowhere near dotcom recovery was so strong that 4Q20 was up 2486 2379 2364 bubble valuations. IPO volumes remain 6% YoY in UK. The acceleration in digital 2331 2344 2326 2289 2263 2213 quite subdued but there have been a few working in the M&A process with video- huge successes with record valuations conferencing, virtual data-rooms and (Snowflake on 150x revenues) and the Cloud computing has been key. Global tech deals emergence of the SPAC which raised 1685 “ a whopping $79bn in 2020. On top of UK Tech valuations continue to climb bounce back to near . Some valuations this wave of cash, driven by FOMO, US towards 20x EBIT are significantly higher, particularly for record levels in Q4 companies borrowed a record $2.5tn last ” higher growth, Cloud-based software year, driving leverage to an all-time high. businesses, with Keysight, Byggfakta, There is simply a tsunami of cheap funding RELX, Elmo, Tracsis and Broadridge, looking for a home. Many used these Ideagen and Aptean all paying over 5x funds to plug the hole created by COVID, revenues for UK targets. Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 while others used the funds for M&A. As a 2018 2019 2020 result, there were 4,700 global tech M&A Accelerating digitalisation is ongoing and deals in 2H20, up 4% YoY and three of the is at the core of much of the UK M&A largest US deals were at valuation of more activity. In addition there are three main than 30x revenues. drivers in UK Tech M&A: TECH M&A REVIEW 8 9 • Overseas acquirers now account adaptable to external changes – which is PRICE/EBIT SECTOR SPLIT for a record high, representing 49% pretty handy in COVID. 2021 is the year of 24x of all Tech deals in UK (up from 37% the Metal Ox, and its message couldn’t be last year). Throughout 2020 we saw clearer: Success will come to those who Tech valuations 22x “ significant activity in the UK from work hard. Really hard. Oxen are reliable disconnect from Aptean, MRI Software, Descartes, and strong working animals. That sounds HelpSystems, Microsoft, Broadridge, encouraging, if a little dull. 20x Comms sector Accenture and Keysight, alongside ” Comms some newer names like Byggfakta (Scandinavia) ELMO (Australia) and 18x MessageBird (Holland). “Global Valuations jump above 20x EBIT 16x • Private equity ” funded buy-and- IT build programs 14x continued at pace, TECH M&A VALUATIONS – GLOBAL notably: ClearCourse 2.5x 25x 12x Partnership, Juniper Education, Advanced, 10x Access Group, Iris Price/revenue 2012 2013 2014 2015 2016 2017 2018 2019 2020 and Civica. They (LHS) seem to be pigging out on a wave of 2.0x 20x cheap money. TECH M&A VALUATIONS – UK • Restructuring. A 3.0x 28x series of restructurings started before COVID-19 hit and is 1.5x 15x Price/EBIT likely to continue as Price/EBIT (RHS) 2.5x (RHS) 23x businesses refocus. For example, in the UK Babcock sold its cyber arm, BT sold Tikit, and 1.0x 10x UK Valuations 2.0x 18x European operations, 2012 2013 2014 2015 2016 2017 2018 2019 2020 “ and Capita have also jump – now exited its Education We have a vaccine and we no longer have approaching and Legal software businesses to to deal with uncertainty of Brexit or ‘The 20x EBIT reduce debt. Elsewhere Sage, Equiniti, 1.5x 13x Donald’. Consequently, stock markets ” Admiral and Cobham have all sold have rallied globally. Yet the pandemic is non-core divisions. Price/revenue worsening and political tension is rising (LHS) Those who follow the Chinese zodiac in the US. What can possibly go wrong in 1.0x 8x will know that last year was the Year of 2021? Best to keep your head down and 2012 2013 2014 2015 2016 2017 2018 2019 2020 The Rat, an animal known to be highly work hard.