March 2017, Issue 60

Transcription

1 M&A Activity March 2017, Issue 60 Figure 1 Figure 2 - Most Active U.S. Target Industries 3 February 2017 Global +/- From Prior Month U.S. +/- From Prior Month February 2017 Volume (US$B) (87.25) (4.13) No. of deals 2,858 (262) 828 (94) Avg. value of deals (US$mil) (58.6) (21.0) Avg. deal multiple x (0.7) 14.7x 1.7 Strategic Transactions Volume (US$B) (98.93) (2.19) Oil & Gas Food & Beverage Computers & Electronics Real Estate/Property Healthcare $22.03 $21.30 $13.13 $9.56 $8.54 $200 $400 $600 $800 Last 12 Months Computers & Electronics $ No. of deals 2,520 (293) 666 (127) Avg. value of deals (US$mil) (71.2) (11.5) Avg. deal multiple x (0.5) 15.5x 1.7 Healthcare Utility & Energy Oil & Gas $ $ $ Sponsor-Related Transactions Volume (US$B) (1.94) No. of deals Avg. value of deals (US$mil) (3.9) (96.1) Avg. deal multiple x (1.7) 11.3x 0.3 Leisure & Recreation $ $200 $400 $600 $800 February 2017 Computers & Electronics 205 Professional Services 110 Crossborder Transactions 2 Healthcare 77 Volume (US$B) (36.12) No. of deals 761 (47) Avg. value of deals (US$mil) (127.3) Avg. deal multiple x (0.1) 13.4x 18.1x (28.91) 16 (29) (758.9) Finance 49 Real Estate/Property ,000 2,000 3,000 4,000 5,000 Last 12 Months Computers & Electronics 2,455 Professional Services 1,141 Healthcare 1,022 Finance 536 Oil & Gas ,000 2,000 3,000 4,000 5,000 Figures 1-3 were compiled using data from Dealogic, and are for the broader M&A market, including mergers of any value involving public and/or private entities. Figures 4 and 5 were compiled using data from FactSet MergerMetrics, and are limited to mergers involving public U.S. targets announced during the period indicated and valued at million or higher regardless of whether a definitive merger agreement was reached and filed or withdrawn. All data is as of March 10, 2017 unless otherwise specified. Last 12 Months data is for the period from March 2016 to February 2017 inclusive. Data obtained from Dealogic and FactSet MergerMetrics has not been reviewed for accuracy by Paul, Weiss. 1 Ratio of enterprise value to EBITDA, trailing 12 months. This statistic is calculated using a smaller subset of deals for which this data is available. 2 Global crossborder transactions are those where the acquirer and the target have different nationalities. Nationality is based on where a company has either its headquarters or a majority of its operations. U.S. crossborder transactions are those transactions where the acquirer and the target have different nationalities and either the acquirer ( ) or the target ( ) has a U.S. nationality. 3 Industries categories are determined and named by Dealogic. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1

2 M&A Activity (Continued) Figure 3 - Top 5 Countries of Origin or Destination for U.S. Crossborder Transactions U.S. Crossborder Transactions for February 2017 U.S. Crossborder Transactions for the Last 12 Months $19.11 $ $6.46 $98.29 $5.30 $87.31 Mexico $2.70 China $54.18 Singapore $1.38 $44.89 $50 $150 $200 $250 $50 $150 $200 $250 France and China U.S. Crossborder Transactions for February U.S. Crossborder Transactions for the Last 12 Months $2.73 $62.96 $2.46 $50.40 Saudi Arabia $2.21 Netherlands $ Switzerland $35.47 France.70 $30 $60 $90 $120 $150 France $14.87 $30 $60 $90 $120 $ Australia 8 Australia 92 Brazil Brazil Each of France and was the country of origin for 13 transactions in February PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 2

3 M&A Activity (Continued) Figure 4 - Average Value of Announced U.S. Public Mergers (in US$mil) $45000 $40000 $39,958.9 $35000 $30000 $25000 $20000 $16,460.2 $15000 $12, $8,921.3 $7,265.8 $5000 $3,185.6 $3,647.7 $4,300.3 $3,288.3 $7,558.4 $8,094.0 $5,514.4 $2,920.5 $2,129.9 $2,736.2 $13,412.7 $2,810.9 $8,592.9 $4,332.8 $2,074.2 $2,413.0 $1,013.2 $1,611.6 $6,662.9 Average Value of Five Largest U.S. Public Mergers Average Value of All U.S. Public Mergers Figure 5 - Five Largest U.S. Public Mergers February 2017 Equity Value (US$B) Mead Johnson Nutrition Co. ~ Reckitt Benckiser Group Plc (February 2, 2017) $16.50 ONEOK s LP ~ ONEOK, Inc. (February 1, 2017) Fortress Investment Group LLC ~ SoftBank Group Corp. (February 14, 2017) $9.31 $3.13 ZELTIQ Aesthetics, Inc. ~ Allergan Plc (February 13, 2017) DigitalGlobe, Inc. ~ MacDonald, Dettwiler & Associates Ltd. (February 24, 2017) $2.27 $2.10 $20 $40 $60 $80 Last 12 Months Equity Value (US$B) Time Warner Inc. ~ AT&T Inc. (October 22, 2016) Monsanto Company ~ Bayer AG (May 18, 2016) $56.14 $83.24 Reynolds American Inc. ~ British American Tobacco Plc (October 21, 2016) $49.20 Baker Hughes, Inc. ~ General Electric Co. (October 31, 2016) $35.90 Spectra Energy Corp ~ Enbridge, Inc. (September 6, 2016) $28.33 $20 $40 $60 $80 PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 3

4 M&A Terms Figure 6 - Average Break Fees as % of Equity Value 5 12% (US$mil) $15000 $13, % $5000 $3,075.4 $3,035.0 $4,595.3 $2,759.3 $3,025.1 $2,245.9 $2,887.8 $3,227.1 $1,096.4 $1,796.1 $2,485.1 Avg. Target Break Fee as % of Equity Value Average Value of All U.S. Public Mergers with Definitive Agreements Avg. Reverse Break Fee as % of Equity Value Figure 7 - Average Break Fees as % of Equity Value February 2017 Last 12 Months Target Break Fee for All Mergers February 2017 Last 12 Months Reverse Break Fee for All Mergers Reverse Break Fee for Mergers Involving N/A 6.6 Financial Buyers 6 Reverse Break Fee for Mergers Involving Strategic Buyers Figures 6-12 were compiled using data from FactSet MergerMetrics, and are limited to select mergers involving public U.S. targets announced during the period indicated, valued at million or higher and for which a definitive merger agreement was reached and filed (unless otherwise indicated). Data obtained from FactSet MergerMetrics has not been reviewed for accuracy by Paul, Weiss. Figure 8 - U.S. Public Merger Go-Shop Provisions February 2017 Last 12 Months % of Mergers with Go-Shops % of Mergers Involving Financial N/A 48.3 Buyers with Go-Shops 7 % of Mergers Involving Strategic Buyers with Go-Shops Avg. Go-Shop Window (in Days) for All Mergers with Go-Shops 8 Avg. Go-Shop Window (in Days) for Mergers Involving Financial Buyers with Go-Shops 9 Avg. Go-Shop Window (in Days) for Mergers Involving Strategic Buyers with Go-Shops 10 N/A Based on the highest target break fees and reverse break fees payable in a particular deal. 6 No transactions in February 2017 involving a financial buyer had a reverse break fee. 7 No transactions in February 2017 involved a financial buyer. 8 One transaction in February 2017 had a go-shop provision. 9 No transactions in February 2017 involving a financial buyer had a go-shop provision. 10 One transaction in February 2017 involving a strategic buyer had a go-shop provision. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 4

5 M&A Terms (Continued) Figure 9 - Form of Consideration as % of U.S. Public Mergers 11 Figure 10 - % of Partial and All Stock Deals that Have a Fixed Exchange Ratio February % Last 12 Months % 12.5% Cash Only Figure 11 - Tender Offers as % of U.S. Public Mergers February Last 12 Months 23.8 Stock Only February % 13.5% Cash & Stock Only Choice (Cash Election) Other Figure 12 - Hostile/Unsolicited Offers as % of U.S. Public Mergers 12 February Last 12 Months % 17.1% 11 Due to rounding, percentages may not add up to 100% 12 This data includes both announced transactions for which a definitive merger agreement was reached and filed and those for which a definitive merger agreement was never reached and filed (including withdrawn transactions). Last 12 Months Paul, Weiss is a leading law firm serving the largest publicly and privately held corporations and financial institutions in the United States and throughout the world. Our firm is widely recognized for achieving an unparalleled record of success for our clients, both in their bet-the-company litigations and their most critical strategic transactions. We are keenly aware of the extraordinary challenges and opportunities facing national and global economies and are committed to serving our clients short- and long-term goals. Our Mergers & Acquisitions Practice The Paul, Weiss M&A Group consists of more than 30 partners and over 100 counsel and associates based in, Washington, Wilmington, London, Toronto, Tokyo, Hong Kong and Beijing. The firm s Corporate Department consists of more than 60 partners and over 200 counsel and associates. Our M&A Group is among the most experienced and active in the world. We represent publicly traded and privately held companies, leading private equity firms, financial advisors, and other financial institutions and investors in their most important mergers and acquisitions, joint ventures and other strategic transactions. Our expertise advising corporations and private investors in a broad range of sophisticated transactions enables us to identify new opportunities for our clients to realize value. We have particular experience in guiding clients as they engage in proxy battles, company-altering and market consolidating transactions or capital markets transactions. Recent highlights include: advising Time Warner Cable in its $79 billion merger with Charter Communications; representing Qualcomm in its approximately $47 billion pending acquisition of NXP Semiconductors; advising Agrium in its $36 billion pending merger of equals with Potash Corp. of Saskatchewan; representing funds affiliated with Apollo Global Management and Protection 1 in their $15 billion acquisition of ADT Corporation; advising Alere in its $8 billion pending acquisition by Abbott Laboratories; representing ARIAD Pharmaceuticals in its approximately $5.2 billion acquisition by Takeda Pharmaceutical Company; advising Jeffrey Katzenberg in DreamWorks Animation s $4 billion acquisition by Comcast; and representing the Board of Directors of Xerox in its separation of the company into two public companies. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 5

6 This publication is not intended to provide legal advice, and no legal or business decisions should be based on its content. Questions concerning issues addressed in this memorandum should be directed to: Matthew W. Abbott Scott A. Barshay Angelo Bonvino Ariel J. Deckelbaum Jeffrey D. Marell Counsel Frances F. Mi, associates Ryan D. Blicher, David S. Lightstone, Edy Glozman, N. Arie Abramov and Yae Na Woo and law clerks David Okada and Michael Wysolmerski contributed to this publication. Our M&A s Matthew W. Abbott Adam M. Givertz Xiaoyu Greg Liu Tarun M. Stewart Edward T. Ackerman Robert D. Goldbaum Brian C. Lavin Steven J. Williams Scott A. Barshay Neil Goldman Jeffrey D. Marell Betty Yap Angelo Bonvino Bruce A. Gutenplan Kelley D. Parker Kaye N. Yoshino Jeanette K. Chan Justin G. Hamill Carl L. Reisner Tong Yu Ellen N. Ching David M. Klein Kenneth M. Schneider Taurie M. Zeitzer Ariel J. Deckelbaum David K. Lakhdhir Robert B. Schumer Ross A. Fieldston Stephen P. Lamb John M. Scott Brian P. Finnegan John E. Lange Judie Ng Shortell NEW YORK BEIJING HONG KONG LONDON TOKYO TORONTO WASHINGTON, D.C. WILMINGTON PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 2017 Paul, Weiss, Rifkind, Wharton & Garrison LLP. In some jurisdictions, this publication may be considered attorney advertising. Past representations are no guarantee of future outcomes. PAULWEISS.COM 6

7 M&A Activity 12-Month Trends A N N E X Figure 1A - U.S. Deal Volume (US$B) $400 $350 $ $300 $250 $ $ $200 $150 $500 $ $71.75 $81.85 $51.63 $20.12 $19.36 $ $ $ $ $99.96 $91.43 $49.23 $50.52 $41.28 $ $73.10 $37.72 $ $ $17.49 $ $86.32 $ $ $79.82 $77.63 $54.63 $39.05 $38.27 $31.70 $30.78 $28.84 Strategic Sponsor Figure 2A - Global Deal Volume (US$B) $600 $ $500 $400 $300 $200 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $62.34 $49.59 $81.02 $81.32 $69.43 $52.83 $48.93 $79.82 $72.80 $81.93 $46.20 $57.88 Strategic Sponsor PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP A-7

8 A N N E X Figure 3A - U.S. Number of Deals Strategic Sponsor Figure 4A - Global Number of Deals , ,356 3,027 3,233 2,856 3,106 2,746 2,951 3,082 3,048 3,052 2,739 2,738 2,732 2,875 2,533 3,369 3,031 3,120 3,029 2,774 2,813 2,858 2, Strategic Sponsor PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP A-8

9 A N N E X Figure 5A - U.S. Crossborder Transactions $120 $ $ $40 $20 $24.65 $17.34 $83.88 $22.42 $28.68 $26.83 $66.72 $ $31.63 $24.58 $20.66 $ Figure 6A - U.S. Crossborder Transactions 200 $80 $60 $40 $ $16.03 $8.95 $17.28 $8.73 $10.70 $10.38 $20.63 $60.62 $5.31 $80.66 $40.75 $ Figure 7A - Global Crossborder Transactions $250 $ $ $50 $88.84 $61.00 $ $79.55 $ $63.49 $ $ $78.37 $ $ $ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP A-9