Gilbert + Tobin has released its Schemes + Takeovers Review 2023, which examines 2022’s public mergers and acquisitions valued over $50 million involving ASX-listed companies. The Review provides our perspective on the trends for Australian M&A in 2022 and what that might mean for you in 2023.
Chapters:
Key Highlights - An analysis of Australian public mergers & acquisitions in 2022
Chapter 1 - Market activity: M&A activity stabilises in 2022 after all time high of 2021
Chapter 2 - Sector analysis: exploring the sectors of interest in 2022
Chapter 3 - Public M&A: schemes, takeovers and pre-bid stakes - trends in 2022
Chapter 4 - Involvement of foreign bidders in public M&A in 2022 & FIRB considerations
Chapter 5 - Public M&A: consideration types and sources of funding in 2022
Chapter 8 - Implementation agreements and bid conditions in public M&A transactions in 2022
Chapter 9 - Regulator influence, trends and developments in public M&A in 2022
The following spotlight from Gilbert + Tobin’s Takeovers + Schemes Review 2023 focuses on the Australian tech sector.
ASX-listed technology and software companies played a significant role in M&A during 2022.
Valuations of virtually all ASX-listed technology stocks were hit hard during the first half of 2022, with many companies emerging as attractive targets given record or near-record lows in share prices. This coupled with a strong US$ made A$ ASX listed companies look attractive. 32% of the public M&A transactions announced in 2022 analysed in this Review involved technology related targets, and accounted for 12% of the aggregate transaction value.
Pricing and valuation changes and board engagement in M&A deals
The drastic valuation changes over a 6-12 month period complicated approaches, with bid premiums calculated by bidders over short-term VWAP comparing unfavourably to the longer periods preferred by targets.
Target board engagement was often initially limited, with bidder pricing seen as opportunistic. Target boards’ expectations on value were set prior to changes in the market. Where boards did engage, there were frequently extensive ‘price discovery’ processes run to ensure target boards considered they had achieved appropriate value prior to any agreed deal or announcement.
Private equity active bidders in Australian tech sector
Private equity / private capital were particularly active as bidders for technology and software companies, being involved in a majority of technology sector transactions in 2022. Those transactions included:
| Target | Private Equity Bidder | Bidder domicile | Nature of business |
|---|---|---|---|
| Nearmap | Thoma Bravo | United States | High quality aerial imagery and geospatial content |
| ELMO Software | K1 Investment Management | United States | HR & Payroll software |
| Pushpay | BGH Capital, with Sixth Street Partners | Australia / United States | Cloud-based transaction and donor management services to the faith sector and non-profit organisations located predominantly in the US |
| Nitro Software | Alludo Competing bid from Potentia Capital (ultimately recommended) | United States Australia | PDF, eSign and document productivity software |
| PropTech Group | MRI Software | United States | Real estate software and solutions |
| MSL Solutions | Pemba Capital Partners | Australia | Point of Sale solutions to sport and hospitality venues |
Target
Private Equity Bidder
Bidder domicile
Nature of business
Nearmap
Thoma Bravo
United States
High quality aerial imagery and geospatial content
ELMO Software
K1 Investment Management
United States
HR & Payroll software
Pushpay
BGH Capital, with Sixth Street Partners
Australia / United States
Cloud-based transaction and donor management services to the faith sector and non-profit organisations located predominantly in the US
Nitro Software
Alludo
Competing bid from Potentia Capital (ultimately recommended)
United States
Australia
PDF, eSign and document productivity software
PropTech Group
MRI Software
United States
Real estate software and solutions
MSL Solutions
Pemba Capital Partners
Australia
Point of Sale solutions to sport and hospitality venues
In addition, at the time of writing, Tyro Payments has received a non-binding indicative offer from Potentia Capital and has granted it due diligence. The trend of tech M&A in listed Australian M&A seems destined to continue into 2023.
US interest in Australian tech targets
In particular, 2022 saw a heightened interest in Australian technology related targets from US acquirers (including major US tech-based private equity sponsors), with many exploring or launching their first public M&A transactions in the Australian market.
Drivers for this include both the disparity in public market valuations of technology stocks in Australia compared to the US, and the continuing weakness of the Australian dollar. On both metrics, ASX targets are attractive to US bidders given the significant discount to similar businesses in their home jurisdiction.
It is likely that many of these companies acquired by US private equity will not re-emerge on the Australian stock exchange, as sponsors have the flexibility to arbitrage those valuation disparities via an exit in the US. Many of the technology companies which were subject to foreign interest have significant US businesses, with North America typically comprising their largest geographical market.