Central & Eastern European Mergers and Acquisitions Survey 2004 A further step upwards* *connectedthinking Preface Welcome to the latest PricewaterhouseCoopers Global markets after several years of recession Central & Eastern European Mergers & and stagnation finally saw some recovery both in Acquisitions Survey. The aim of this Survey is to terms of numbers and values. A positive present an overview of M&A as well as economic climate paired with optimistic outlook for Privatisation activity in the region in 2004 and to the coming years, increased liquidity of acquisitive provide an analysis on the key trends and driving companies as well as favourable financing forces. conditions provided by banks all precipitated the increase in M&A activity worldwide. M&A value in 2004 in the region totalled more than USD 50 billion, significantly higher than in Positive global trends did have an impact on the 2003. This growth is primarily driven by an CEE region, such as in the form of increased increased value of transactions coupled with foreign investments, among others. But in light of a further increase in “mega” deals with values a global upturn in M&A activity growth in the CEE above USD 100 million, including some over USD region is modest. 1 billion. Despite robust increase in terms of value the number of transactions somewhat stablilised Considering previous years’ trends when in 2004. increases in the region outperformed global markets, it appears that growth in the region is becoming more and more consistent year-on-year. We therefore believe that expansion of M&A markets of the region can be expected in the coming year. This will be fuelled by a number of factors such as increased interest of US and EU investors, consolidation in several industry segments, and better liquidity of leading local corporations leading to larger budgets for acquisitions. Margaret Dezse Central & Eastern European Corporate Finance Leader Central & Eastern European Survey 2004 1 I. Major findings Market value exceeding A new wave of foreign investments Weighting of industry sectors nearly USD 50 billion unchanged Foreign investors were particularly Based on the review of publicly active during 2004 originating 477 The most active sectors in terms of disclosed private-sector transactions, transactions in the region accounting number of transactions remained PricewaterhouseCoopers estimates for 39% of all deals. This reflects Manufacturing and Financial Services. the value of all regional Mergers & a 30% growth compared to 2003. Activity in the Food & Beverages, Acquisition transactions to be over USD however, declined. 50 billion, 31% higher than in 2003. United States remains most active investor country Buoyant privatisation activity 1,219 private-sector deals The weakness of the dollar did not Privatisation activity increased In the nine countries that formed part deter US investors from investment compared to 2003 both in terms of of the research in 2004 the total activity, with 52 transactions during number, by 11%, and in terms of number of transactions was 1,219 2004, which is comparable to 48 deals value, by 20%, reaching a total or 4% more than in 2003. in 2003. Germany ranked second, estimated value USD 12.4 billion. Austria third with 49 and 48 Privatisation spending was the highest “Mega”-deals on the rise transactions, respectively. in Poland (USD 3.9 billion), Russia (USD 3.4 billion), and Romania (USD An unprecedented number of private 2.9 billion). sector transactions with values above USD 100 million, 56, occurred with a total disclosed value of USD 27.8 billion. II. Overview In the nine countries that Chart 1: M&A activity in Central and Eastern Europe, 2004 formed part of the research the total number of 35,000 500 transactions in 2004 was 450 1,219, 4% more than in 30,000 Estimated market value 2003. This increase is not 400 as significant as it was in 25,000 Number of transactions 350 2003 (10%), but continues 300 20,000 the rising trend in the 250 regional markets since 15,000 200 2001. USD million 10,000 150 Total estimated market 100 5,000 value increased by 31% 50 during 2004, exceeding 0 0 USD 50 billion. Considering Bulgaria Croatia Czech Hungary Poland Romania Russia Slovakia Slovenia that a sharper increase in Republic transaction value (118%) took place in 2003 in the region, and that the value One important factor for this above USD 100 million Russia representing almost of the USD weakened increase was the rise in reached 56 as opposed to 40% of total estimated against the Euro as well average disclosed value of 42 in 2003 and 28 in 2002 transaction spending alone as some local currencies transactions. In line with and accounted for 55% of in the whole region. in 2004 the growth in global trends blockbuster aggregate estimated M&A value is lower, however still deals were frequent. value in 2004. Out of these In addition, average values significant. Transactions with values “mega” deals 27 occurred in in deals among mid-sized 2 PricewaterhouseCoopers and small companies were Chart 2: M&A market to GDP higher than in the previous year. Average disclosed 5% values of transactions with values below USD 100 5% million increased from USD 4% 2002 2003 2004 11.8 million in 2003 to USD 4% 17.5 million in 2004. 3% 3% The growth is also apparent when looking at the size of 2% the transactions relative to 2% GDP at PPP in the region 1% which increased from 1.7% 1% in 2003 to 2.1%. Compared to Western European 0% levels, which are three to Bulgaria Croatia Czech Hungary Poland Romania Russia Slovakia Slovenia four times higher on Republic average, the difference is still considerable, but the Source: PwC estimates, EIU estimates gap is closing. As mentioned above, The markets saw a ed market value of USD 3.3 percentage growth of the Russia’s outstanding growth recovery regarding the billion. However the number number of transactions, continued into 2004 in number of transactions in of transactions was down Slovakia ranked first in the terms of total M&A value. the Czech Republic with a by 10%. Total disclosed region with an unparalleled However, the growth in 13% rise compared to 2003. average deal size continued 39%. Average disclosed number of transactions Despite this the estimated to rise during 2004 value of a private sector slowed down to only 5% in total transaction value surpassing USD 38 million. deal was USD 60 million, 2004 in contrast with 52% dropped from USD 7.4 Large Hungarian a decline when compared achieved in 2003. Russian billion in 2003 to USD 6.2 corporations’ acquisitive with the 2003 average of companies’ increased billion in 2004. EU member attitude in the neighbouring USD 109 million activity in the region and countries’ acquisitions grew countries provided for some but similar to the 2004 worldwide was evidenced by 18% in 2004 accounting of the largest transactions in corresponding figures for by the number of outward for a major share (80%) of the country. Acquisitions by the nine CEE countries of transactions growing from all foreign investment in the foreign investors fuelled USD 52 million. The plunge 21 to 26 with the total country. Czech companies’ Hungarian markets, in average deal value disclosed value of such expansion in the region, accounting for 48% of all indicates a drop in large deals increasing from particularly in Poland and M&A activity, which is transactions such as the USD 471 million to USD 2 Russia was a key driving higher than the regional two telecom transactions billion. force behind the increasing average. completed in 2003. outward activity. Poland experienced robust In 2004, M&A activity in the Romania saw a very active M&A activity during 2004 The Hungarian market Slovak Republic increased year in terms of mergers & both in terms of volume with showed signs of modest to 85 publicly disclosed acquisitions. The number of an increase of 20% as well growth. M&A spending private sector deals, ahead transactions was up 27% as value which more than increased by 24% in 2004, of 61 in 2003 and 51 in reaching 42, and estimated doubled (119%). The United resulting in overall estimat- 2002. In terms of market value surpassed States became the top investor country, with 21 transactions completed in The largest transaction in Poland was the acquisition of 28 shopping centers by real Poland in 2004. The estate group Apollo Rida Retail Holdings Sp z o.o., a joint venture between US real Manufacturing and Financial estate investment companies Apollo Real Estate Advisors LP and Rida Development Services sectors continued Corporation, from Immopol GmbH & Co KG, a German property investment vehicle. to be most attractive. The total consideration was USD 840 million. The shopping centers are master-leased Transaction disclosure rate on a long-term basis to affiliates of Metro Group, one of the world’s largest diversified declined by 20%, but retailers. Debt financing of up to EUR 615 million has been provided by Eurohypo. Poland remains the CEE The transaction was the largest ever private deal in Poland. After this transaction, leader in this aspect. Apollo-Rida Poland became the leading player on Polish real estate market, as apart Further considerable growth from the 600,000 square meters purchased now, it owns an additional 200,000 square of the market in the future is meters of warehouse and office space in Warsaw. expected. Central & Eastern European Mergers & Acquisitions Survey 2004 3 USD 1.4 billion, which is Total estimated M&A Similarly, overall M&A value Croatia experienced a more than twice the 2003 spending increased increased in Slovenia downturn in 2004 in terms value and six times the considerably in Bulgaria reaching USD 786 million.