Q3 2020 EMEA PE-backed M&A Roundup

He who pays the piper, calls the tune. But what if no one calls the piper? Well, not anymore. Even though major economies are still grappling with high uncertainty, trying to recover from the pandemic shock, it seems that M&A activity is substantially back in Q3 with global M&A deal value reaching all-time highs since Q2 2018. However, total deal volume seems not to be back to pre-pandemic levels, continuing to decline with respect to Q2 (see Q2 article) and recording a 4% drop. More encouraging results were observable instead considering PE and VC activity, which strongly rebounded on a global scale in Q3.

Deal Value and Count

Q3 recorded the highest M&A aggregate deal value since Q2 2018, despite a decline in total volume. According to Zephyr database Q3 reports published by Bureau Van Dijk, total deal value amounted to $1.35tn (+48% vis-à-vis Q2) with a grand total of 21,297 deals (-4% vis-à-vis Q2). This situation is mirrored by PE & VC activity which strongly recovered from the previous quarter with aggregate deal value and count reaching $232bn and 6,219, up 8% and 63% respectively, compared to Q2 2020. Deal value even increased compared to Q3 2019 from $218bn.

Figure 1: Total Deal Value and Total Deal Count for Q3

The EMEA Deals

Six of the top 20 PE-backed deals by value of the quarter were focused in EMEA. The largest PE and VC deal within this region was also the second-largest M&A deal, with a consortium of PE-companies including Warburg Pincus, Canada Pension Plan Investment Board, TPG Capital Advisors, General Atlantic Service Company and HG Capital. The IBO viewed the Norway-based online business software provider Visma bought for $12.2bn, representing the biggest deal recorded in August. The transaction, structured through a fund previously created by HG named Saturn 2, also marked the industry’s biggest-ever buyout. Visma, a Norwegian company which supplies HR, payroll and other business services to more than one million small business customers, had already been engaged with HG who had helped taking the firm private in 2006, delisting it from the Oslo Stock Exchange for a valuation of approximately $450m.

PE-backed M&A activity was also vibrant in July with two significant buyouts of Elsan Group and Industrial & Financial Systems which were announced for $4.1bn and $3.5bn, respectively.

The former regarding Elsan Group, a French medical chain company, was structured as a secondary buyout (SBO) as CVC had been seeking an exit option from its investment committed back in 2014. KKR and Ardian were the final buyers, paying EBITDA multiples rumoured to be in the range of 12x.

The latter deal regarding Industrial & Financial Systems, a multinational enterprise software company headquartered in Linköping, Sweden, involved TA Associates Management and EQT Partners. The transaction was led by EQT Partners, with TA Associates acting as a minority partner in the investment, for undisclosed amounts.

In September, the IBO of Ahlstrom-Munksjo Oyj, a Finnish specialty paper manufacturer, was announced by Bain Capital for roughly $2.4bn. The transaction is structured as follows: Spa Holdings 3 Oy, an SPV owned by a consortium of Spa (BC) Lux Holdco Sarl (an entity controlled by Bain Capital), Ahlstrom Invest BV (owned by Ahlstrom Capital Oy), Viknum AB, and Belgrano Inversiones Oy will make a recommended cash tender offer for the outstanding shares of the company, with a bid premium of 24% over the unaffected price. The deal, financed with both equity and debt, will result in the target being indirectly owned by Spa Lux Topco Sarl, whereof Spa (BC) Lux Holdco Sarl is the majority owner with a 55% holding and Ahlstrom Capital and Viknum the minority holders with 36% and 9% holdings, respectively. 

Another notable transaction which happened in the third quarter was the sale of a 38% stake of FiberCop, a subsidiary of Telecom Italia who is in charge of building last-mile networks, to KKR for $2.1bn. Fastweb, an Italian broadband operator, will also hold a 4.5% stake in the new entity after a joint venture between Telecom Italia and Fastweb, called FlashFiber, is incorporated into FiberCop. The announcement came after some back-and-forth between KKR and the Italian government, which had asked for postponing the final closure date of the deal because of an internal political agreement.

Beyond EMEA

PE-backed transactions and M&A activity heated up also in the rest of the world during Q3. In North America and Asia Pacific, the Computer Software sector topped industry rankings by deal count. China and the US were the leading protagonists of this intense M&A appetite comeback.

 

Figure 2: Top five global target countries/regions by deal value in Q3

 

Deal highlight reel

Asia Pacific

  • Country: China
  • Target: Beijing Car House Information Technology Co., Ltd
  • Acquirer: Ping An Dingchuang Equity Investment Management (Shanghai) Co., Ltd
  • Value: $2.47bn
  • Deal Type: Minority stake acquisition (26%)
  • Date: July 2020
  • Country: Japan
  • Target: Takeda Consumer Healthcare Co., Ltd
  • Acquirer: The Blackstone Group Inc.
  • Value: $2.3bn
  • Deal Type: IBO
  • Date: August 2020
  • Deal outline: Takeda Pharmaceutical Company decided to sell to the Blackstone Group in order to re-focus on its core business. The sale of TCHC supports Takeda’s divestiture program which is focused on optimization of its portfolio to align with its global long-term growth strategy and provide uninterrupted access and supply of critical products to patients. 
  • Country: Singapore
  • Target: Aviva Ltd
  • Acquirer: TPG Capital Advisors LLC
  • Value: $1.97bn
  • Deal Type: Majority stake acquisition (75%)
  • Date: September 2020
  • Deal outline: Singaporean insurer Singapore Life Pte Ltd (Singlife) has announced that it will buy 75% of Aviva Singapore, in what would be the largest insurance transaction ever in Singapore. TPG Capital Advisors is reported to maintain a 35% stake in the group’s combined equity.
  • Country: India
  • Target: Reliance Retail Ventures Ltd
  • Acquirer: Silver Lake Technology Management LLC
  • Value: $1bn
  • Deal Type: Minority stake acquisition (2%)
  • Date: September 2020
  • Deal outline: The deal comes after the success of Reliance Retail Ventures in launching JioMart, an Indian online grocery delivery service, triggering the willingness of Silverlake to support the strategic growth of the group.

US

  • Country: US
  • Target: eBay Inc.’s Classifieds business (StubHub)
  • Acquirer: Adevinta ASA
  • Value: $9.2bn
  • Deal Type: IBO (100%)
  • Date: July 2020
  • Deal outline: The deal comes after the willingness of eBay to sell its classifieds business, StubHub Inc., a San Francisco-based online events ticket marketplace platform operator. The transaction will help eBay in its strategic re-positioning and re-focus on core activities.
  • Country: US
  • Target: Ancestry.com Inc.
  • Acquirer: The Blackstone Group Inc.
  • Value: $4.7bn
  • Deal Type: Tertiary LBO
  • Date: August 2020
  • Deal outline: Ancestry.com is a Utah-based online family history research platform operator. The deal represents a strategic exit for Silver Lake, Permira and Spectrum Equity Investors. According to Mr David Kestnbaum, a Senior Managing Director at Blackstone: “[The deal] is a prime example of Blackstone’s continued, high-conviction focus on investing in growing digital consumer businesses which are resilient in the current environment and beyond”.

Outlook

While Covid-19 seems to be vanished in China but not in Europe and the US, both seeing their economic and political stability threatened, total transaction volume is expected to maintain its strength in Q4, especially thanks to the resilient technology sector. However, these unprecedented times mean unpredictable outcomes and only time will tell the role for PE in the near future: are we heading towards a “new normality” or not?

 

Author: Mauro Spadaro

Editor: Florian Kramer

 

Sources:

Zephyr database

https://www.unquote.com/france/official-record/3020482/kkr-ardian-buy-elsan-stake-from-cvc

https://www.ft.com/content/44688a20-044f-42f5-87a2-3b053abc6593

https://www.takeda.com/newsroom/newsreleases/2020/takeda-to-divest-its-japan-consumer-health-care-business-unit-to-blackstone-for-jpy-242.0-billion/

https://www.livemint.com/companies/news/silver-lake-to-invest-7-500-crore-in-reliance-retail-ventures-11599623769647.html

https://www.prnewswire.com/news-releases/eqt-vii-to-sell-global-enterprise-software-provider-ifs-to-successor-funds-and-ta-associates-301092788.html

https://www.bloomberg.com/news/articles/2020-07-21/ebay-agrees-to-sell-classified-unit-to-adevinta-for-9-2-billion

https://www.reuters.com/article/us-ancestry-m-a-blackstonegroup-idUSKBN25K0R4