Market activity: M&A activity stabilises in 2022 after all time high of 2021

Gilbert + Tobin has released its Takeovers + Schemes Review 2023 , which examines 2022’s public mergers and acquisitions valued over $50 million involving ASX-listed companies. The Review provides our perspective on the trends for Australian M&A in 2022 and what that might mean for you in 2023.  

Chapters:

• Key Highlights - An analysis of Australian public mergers & acquisitions in 2022

• Chapter 1 - Market activity: M&A activity stabilises in 2022 after all time high of 2021

• Chapter 2 - Sector analysis: exploring the sectors of interest in 2022

• Spotlight - technology public M+A

• Chapter 3 - Public M&A: schemes, takeovers and pre-bid stakes - trends in 2022

• Chapter 4 - Involvement of foreign bidders in public M&A in 2022 & FIRB considerations

• Chapter 5 - Public M&A: consideration types and sources of funding in 2022

• Spotlight - decarbonisation and M&A

• Chapter 6 - Success factors in public M&A in 2022

• Chapter 7 - Transaction timing in public M&A in 2022

• Chapter 8 - Implementation agreements and bid conditions in public M&A transactions in 2022

• Chapter 9 - Regulator influence, trends and developments in public M&A in 2022

Chapter 1 of the Review (below) explores market activity for public mergers and acquisitions in 2022.

Public M&A activity stabilises after all time high

After the record breaking year for public M&A in 2021, it was inevitable that M&A activity in 2022 would not reach these heights, but would likely stabilise to pre-pandemic levels. Deal activity was strong by comparison to long term averages.

That said, rising inflation and escalating interest rates (as monetary authorities throughout the world sought to curb demand) clearly affected asset prices and activity in the second half of 2022. This impact is expected to continue into 2023.

M&A deal numbers in 2022

In 2022, there were 41 binding transactions announced that were valued at $50 million or more. While this represented a 34% decrease from the previous year, which reached a record 62 deals, the number of transactions in 2022 was consistent with levels seen in 2019 and 2020.

Transaction announcements per year by number

The number of announced transactions with a value of $500 million or more decreased by 33% from 21 deals in 2021 to 14 deals in 2022, which was broadly similar to the pre-2021 market activity levels in this high-price bracket.

M&A deal value in 2022

The aggregate transaction value of announced public M&A deals in 2022 was $45.4 billion. While significantly below 2021’s unprecedented $130.5 billion, it is much higher than the $32.8 billion recorded in 2020 when the COVID-19 pandemic hit, and more consistent with aggregate deal values in 2017 and 2018.

Total transaction value per year

The aggregate transaction value in 2022 was enhanced by a number of big deals, with three transactions exceeding $5 billion. These included:

• BHP’s proposed $9.5 billion acquisition of OZ Minerals;

• Blackstone Inc’s $8.9 billion acquisition of Crown Resorts; and

• HOCHTIEF AG’s $6.8 billion acquisition of CIMIC Group (albeit starting with a ~78.6% controlling pre-bid stake).

There were an additional six deals in the $1 billion to $5 billion price range, the biggest of which was the Brookfield led consortium’s $3.4 billion acquisition of Uniti Group.

That said, the year could also be said to have been a year of lost opportunities with non-binding indicative proposals by KKR for Ramsay Health Care ($20 billion) and CVC for Brambles ($20 billion) in the first half of 2022 failing to materialise into binding proposals as market sentiment turned, interest rates rose and debt funding became harder.

Still, at the time of writing, one significant transaction that remains under consideration is Brookfield / EIG’s revised $15.3 billion proposal for Origin, which among other things, needs to find a way through uncertainty caused by Labor government reforms relating to gas pricing caps. 

The other large transaction that emerged in early 2023 was Newmont’s $21.5 billion scrip proposal for Newcrest. To date this has been rejected but the door seems open for further discussion.

If Brookfield / EIG’s proposed acquisition of Origin progresses, it might create some momentum for public M&A in 2023.

Distribution of transaction values

Competing bids in 2022

There were three competitive bidding situations in 2022, which added to 2022’s aggregate transaction value. This included:

• Warrego Energy, with Hancock Prospecting winning the battle for control, defeating bids from Strike Energy and Beach Energy;

• Virtus Health, where a $711 million bid by BGH Capital trumped a bid by CapVest Partners; and

• Nitro Software, where fierce interest led to a competitive bid process between Potentia Capital and Alludo with both parties making applications to the Takeovers Panel. At the time of writing, the battle is close to an end, with Potentia Capital obtaining the board’s recommendation for their revised $546 million bid.

Increase in foreign investment but no public M&A from Asia

Deals involving foreign bidders accounted for $26 billion or 58% of the aggregate transaction value of all public M&A deals in 2022. When coupled with the foreign bidder success rate (94%), Australia remains an attractive foreign investment destination, particularly for North American and European bidders who face fewer issues under our foreign investment laws than those from some other countries. Significant foreign bids included Blackstone Inc’s (United States) $8.9 billion acquisition of Crown Resorts, HOCHTIEF AG’s (Spain) $6.8 billion acquisition of CIMIC Group, Cooke Inc’s (Canada) $1.1 billion acquisition of Tassal Group and Thoma Bravo’s (United States) $1.1 billion acquisition of Nearmap. In 2022, the sectors most attractive to foreign bidders were professional services and energy & resources: see our Sector analysis: exploring the sectors of interest in 2022  for further information.

Foreign acquirers were present in 46% of deals. This reverses the downwards trend observed since 2017. The vast majority of foreign bids were from Western nations aligned with Australia, notably North America (being the United States and Canada). For the second year in a row there were no binding transactions involving Chinese bidders. No doubt this is due to geo-political tensions between the Australian and Chinese governments which pleasingly seems to be reducing in recent months. Indeed, there were no binding bids from anywhere else in Asia (this is the first time this has occurred since we commenced publishing this Review over 10 years ago).

Private capital deals increase

Private equity firms and private capital increased their involvement in Australian public M&A in 2022.

Private equity / private capital bidders were involved in significantly more deals in 2022 (14 deals, up from seven in 2021 and ten in 2020). The value of the transactions with private equity / private capital involvement more than halved from $44.8 billion in 2021 to $18.1 billion in 2022 due to a fall in the number of transactions exceeding $500 million (50%, down from 71% in 2021). Nevertheless, private equity and private capital accounted for 40% of deals by value in 2022, a steady increase from 35% in 2021.

As was the case in 2021, private equity was responsible for some of the biggest deals (Crown Resorts, Uniti Group, Nearmap, Pushpay Holdings).

At least in the case of public M&A, private equity was interested predominantly in the professional services sector (seven transactions, including a number of technology related companies such as Elmo Software and Nitro Software) (discussed further on page 19). Private equity also showed interest in the retail & consumer services sectors (including Crown Resorts and iSelect) and healthcare (notably, the competing bids for Virtus Health).

Private equity / private capital went head to head in relation to Virtus Health, with BGH Capital and CapVest Partners tussling it out for control of Virtus Health, and Alludo and Potentia Capital competing for Nitro Software.

Percentage of PE investments across all PE deals, by value

Retail + consumer services (49%)

• Crown Resorts ($8.9 billion)

• iSelect ($72 million)

Professional services (23%)

• Pushpay Holdings ($1.4 billion)

• Nearmap ($1.1 billion)

• Elmo Software ($483 million)

• Nitro Software ($546 million)*

• PayGroup ($199 million)

• MSL Solutions ($109 million)

Telecommunications (19%)

• Uniti Group ($3.4 billion)

Healthcare (8%)

• Virtus Health ($711 million)*

Industrial products (1%)

• PTB Group ($203 million)

Investment funds (<1%)

• CD Private Equity Fund II ($80.6 million)

* subject to competing bids from another private equity investor, which is included in the percentage calculations

While expensive debt, higher interest rates and difficult debt markets are expected to have a cooling effect in, at least, the first half of 2023, private equity and private capital are not expected to shy away from public M&A. Indeed, lower stock market prices may provide many opportunities, particularly for companies that need growth capital and funding. While they have made significant investments in 2022, major global and Australian based firms have continued to raise funds, backed by plentiful pension / superannuation funding, and therefore we expect private equity to remain very active in this market in 2023 and beyond. In fact, at the time of writing, TPG has made a $1.8 billion indicative proposal for InvoCare and has acquired a 19.983% stake.

Superannuation funds a key player public M&A

Australian superannuation and foreign pension funds also remained key players in public M&A in 2022:

• Commonwealth Superannuation Corporation participated in the Brookfield led consortium’s $3.4 billion acquisition of Uniti Group. Following on from Aware Super’s role in 2021’s successful acquisition of Vocus Group, this reflects a continued preference by superannuation for important digital infrastructure.

• AustralianSuper contributed $164 million towards the $275 million capital raise by Genesis Minerals, which was a condition of the Genesis Minerals - St Barbara merger becoming effective.

• Dutch pension fund PGGM partnered with Charter Hall for the $1.3 billion acquisition of Irongate Group (with PGGM owning 88% of the bid vehicle).

While the involvement of superannuation funds in bidding consortia in public M&A activity in 2022 was lower than 2021, where the combined deal market value was over $40 billion (being the $3.4 billion acquisition of Vocus Group, $2.8 billion takeover of Tilt Renewables, the $10.2 billion AusNet Services and $23.6 billion Sydney Airport transactions), we consider this to be a function of the outsized infrastructure deals of 2021 rather than any reverse of the true underlying trend.

The Australian superannuation industry has total assets of over $3.3 trillion, making it the 4th largest pension sector in the world. Our compulsory superannuation model will only see the sector’s size continue to grow. Those funds need to be put to work. In this respect, we are certain we will see increased activity from Australian and global superannuation / pension funds in Australian takeover transactions, including by way of participation in consortium bids.

Timing of announcements

Only seven deals were announced in the first quarter, although it included two of 2022’s three $5 billion plus deals:

• Blackstone Inc’s $8.9 billion acquisition of Crown Resorts

• HOCHTIEF AG’s $6.8 billion acquisition of CIMIC Group

Timing of announcements

Deal activity steadily picked up throughout the year, with the second and fourth quarters performing the strongest, with 12 and 14 deals announced in these quarters respectively.

Deals announced per quarter

Q1 2022

7

Q2 2022

12

Q3 2022

8

Q4 2022

14

Over the past few years, we have seen an increase in the number of deals announced in each successive quarter of a year. 2022 saw a disruption in this trend, demonstrated by a dip in deal announcements in the third quarter. This can be attributed to the market adjusting to the realisation of increasing inflation followed by interest rate rises beginning in May 2022 after an extended period of low rates. The fourth quarter was busy again, but we think this reflects a desire to get things done before the year end as distinct from any comfort with inflation and the accompanying high interest rates. Indeed, market sentiment for M&A is relatively low at the time of writing.

Despite the second half of the year accounting for 54% of the number of binding deals announced in 2022, it only contributed to 46% of the aggregate deal value for the year. The high deal value seen in the first half of the year is largely due to the Crown Resorts / Blackstone Inc and CIMIC Group / HOCHTIEF AG transactions, which accounted for 35% of the total aggregate deal value in 2022

Transaction highlights

$5 billion+

• BHP’s proposed $9.5 billion acquisition of OZ Minerals

• Blackstone Inc’s $8.9 billion acquisition of Crown Resorts

• HOCHTIEF AG’s $6.8 billion acquisition of CIMIC Group

$1 billion+

• Brookfield led consortium’s $3.4 billion acquisition of Uniti Group

• Perpetual’s $2.2 billion acquisition of Pendal Group

• BGH Capital and Sixth Street Partners’ proposed $1.4 billion acquisition of Pushpay Holdings

• PGGM’s $1.3 billion acquisition of Irongate Group

• Cooke Inc’s $1.1 billion acquisition of Tassal Group

• Thoma Bravo’s $1.1 billion acquisition of Nearmap

$500 million +

• BGH Capital’s $711 million acquisition of Virtus Health, defeating the competing bid by CapVest Partners

• Qantas Airways’ proposed $764 million acquisition of Alliance Aviation Services

• St Barbara’s proposed $542 million scrip acquisition of Genesis Minerals

• Potentia Capital’s proposed $546 million acquisition of Nitro Software

What can we expect for M&A activity in 2023?

• The start to 2023 has been promising, with at least one of two potential mega deals progressing well with Brookfield / EIG’s revised $15.3 billion proposal for Origin moving forward. While Newmont’s $21.5 billion scrip proposal for Newcrest has been rejected to date the door seems open for further discussions. If Brookfield / EIG’s proposed acquisition of Origin is successful, it could provide some real momentum for M&A in 2023.

• Higher interest rates, inflationary pressures and geo-political uncertainty (stemming from the Ukraine / Russia conflict and US / China tensions) have the potential to subdue deal activity at least in the first half of 2023. That said, as interest rates escalate in a bid to curb inflation, businesses in highly leveraged sectors which are disproportionately affected by rising interest rates may become targets for opportunistic transactions by long-term buyers, leading to a boost in M&A.

• It is too soon to tell whether the recent easing in geo-political tensions between the Australian and Chinese governments will encourage more Chinese bidders to enter the Australian public M&A market. In any event, there is unlikely to be any change in the short to medium term, particularly when it comes to Chinese investment in national security sectors.