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This Market Tracker trend report includes in-depth analysis of the UK public M&A transactions announced in H1 2021 and provides insight into what we and our contributors expect to see in H2 2021 and beyond.
What does the Market Tracker trend report cover?
The Market Tracker trend report provides in-depth analysis of the 22 firm offers, 24 possible offers and two formal sale processes and/or strategic reviews, which were announced by Main Market and AIM companies subject to the Takeover Code (Code) in H1 2021. It includes insight into public M&A trends and what we and our contributors expect to see in H2 2021 and beyond.
Topics covered include:
The report includes analysis of high profile transactions, including the £3.5bn offer for Signature Aviation by a consortium comprising Blackstone, Global Infrastructure Partners and Bill Gates’s, Cascade Investments, and shareholder engagement on the Morrisons, St Modwen Properties and William Hill takeovers.
What are the highlights from the report?
After a very strong Q4 2020, takeover activity returned to more moderate levels in 2021 with 22 firm offers announced in H1 2021. This represented a 27% drop in deal volume compared with H2 2020 (30 firm offers), but an 83% increase compared with H1 2020 (12 firm offers).
Aggregate deal value was £17.9bn and average deal value was £811m. This compares with aggregate deal values of £2.6bn and £33.4bn and average deal values of £220m and £1.1bn in H1 2020 and H2 2020 respectively. Six transactions had a deal value over £1bn, the largest of which was the £3.5bn consortium offer for Signature Aviation.
Public to private transactions remained active, with 16 (73%) of the 22 firm offers involving private equity, family offices or individuals (H1 2020: 67%; H2 2020: 67%). Aggregate deal value of P2P transactions was £12.9bn (H1 2020: £2bn; H2 2020: £19.2bn) and average deal value was £807m (H1 2020: £253m; H2 2020: £961m). Four of the P2P transactions were consortium offers and four involved individuals or family offices.
Overseas bidders were involved on 15 (68%) of the 22 firm offers announced in H1 2021 with an aggregate deal value of £16.6bn, which represented 93% of aggregate deal value during H1 2021. US bidders were particularly active, being involved on 12 transactions with an aggregate deal value of £14.1bn. This represented 79% of aggregate deal value in H1 2021.
Healthcare was the most active sector which saw four (18%) firm offers announced in H1 2021. Financial Services, Investment and Real Estate were also active with three (14%) firm offers announced in each of these sectors during H1 2021.
The economic uncertainty arising from the coronavirus pandemic caused a number of bidders that had made POI statements in H1 2020 to publish divergence statements in H1 2021. The action most frequently taken by companies that were departing from their POI statements related to the furloughing of employees and/or reduction in headcount, but office closures, reduced marketing spend and other restructuring measures also featured in divergence statements.
H1 2021 saw shareholders becoming increasingly vocal in their opposition to bids where they felt that the offer undervalued the target company and there has been an ongoing dialogue in the media concerning private equity acquiring UK listed companies on the cheap. On Caesars Entertainment’s takeover of William Hill, investors unsuccessfully sought to persuade the court not to sanction the scheme on the grounds that key information had been omitted in the scheme document. Shareholders also voiced opposition to the takeovers of Globalworth Real Estate Investments, St Modwen Properties and Telit Communications, on the grounds that the offers materially undervalued the target businesses.
The report considers a number of legal and regulatory developments that took place in H1 2021, including:
The report contains expert commentary from:
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Market Tracker is a unique service for corporate lawyers housed within Lexis®PSL Corporate. It features a powerful transaction data analysis tool for accessing, analysing and comparing the specific features of corporate transactions, with a comprehensive and searchable library of deal documentation across 14 different deal types. The Market Tracker product also includes news and analysis of key corporate deals and activity and in-depth analysis of recent trends in corporate transactions.
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