Market Tracker Trend Report: Trends in UK Public M&A in 2020

Market Tracker Trend Report: Trends in UK Public M&A in 2020

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This Market Tracker trend report includes in-depth analysis of the UK public M&A transactions announced in 2020 and provides insight into what we and our contributors expect to see in 2021 and beyond.

What does the Market Tracker trend report cover?

The Market Tracker trend report provides in-depth analysis of the 42 firm offers, 45 possible offers and 13 formal sale processes and/or strategic reviews, which were announced by Main Market and AIM companies subject to the Takeover Code in 2020. It includes insight into public M&A trends and what we and our contributors expect to see in 2021 and beyond.

Topics covered include:

  • deal value and volume 
  • deal structure
  • hostile, competing and mandatory offers
  • P2P transactions
  • UK and overseas bidder activity
  • industry focus
  • post-offer statements of intention (POI statements) and COVID-19
  • legal and regulatory developments
  • predictions for 2021

The report includes analysis of high profile transactions, including Intact Financial and Tryg's £7.2bn offer for RSA Insurance Group, GardaWorld's £3.7bn hostile offer for G4S, Allied Universal's £3.8bn competing offer for G4S and Caesar Entertainment's £2.9bn offer for William Hill.

What are the highlights from the report?

Public M&A activity increased significantly in H2 2020 compared with the first half of the year as global markets recovered and bidders shrugged off concerns about the impact of the coronavirus (COVID-19) pandemic. 30 firm offers were announced in H2 2020 (H1 2020: 12 firm offers), which brought the total number of firm offers announced in 2020 to 42 (2019: 66 firm offers). Deal values also recovered with aggregate deal value for all firm offers announced in H2 2020 being £32.7bn (H1 2020: £2.6bn). This brought aggregate deal value in 2020 to £35.2bn (2019: £53.6bn).

Five of the firm offers announced in 2020 were joint bids or consortium bids, including the £7.2bn bid for RSA made by a consortium comprising Intact Financial and Tryg. The other consortium/joint bids announced in 2020 were:

  • the £3bn offer for Kaz Minerals by its chairman, Oleg Novachuk, and billionaire, Vladimir Kim
  • the £1.7bn offer Hastings Group by Nordic insurance group Sampo and South African financial services investment company Rand Merchant Investment Holdings
  • the £1.4bn offer for Calisen by Blackrock, Goldman Sachs and Mubadala Investment Company
  • the £219m offer for AA by Towerbrook and Warburg Pincus

P2P activity remained strong with 28 (67%) of the 42 firm offers announced in 2020 made by bidcos backed by private equity, financial investors and/or individuals/family offices. Aggregate deal value for P2P transactions was £20.5bn (2019: £25.7bn) and average deal value was £733m (2019: £802m). This represented 58% of total deal value in 2020 (2019: 48%).

2020 saw several examples of non-traditional bidders involved in takeovers:

  • six of the P2P transactions announced in 2020 were made by bidcos majority-owned by individuals, three of which were £1bn plus transactions
  • three Canadian pension plans provided CAN$3.2bn of equity finance on Intact Financial and Tryg's £7.2bn bid for RSA
  • Caisse de depot et placement du Quebec held a 35% interest in Allied Universal, which made a £3.8bn offer for G4S
  • medical charity, The Wellcome Trust, made a £506m offer for real estate company, Urban&Civic
  • the private offices of members of the Al Nahyan family provided financing on Viaro Energy's offer for RockRose Energy

Weak sterling appears to have contributed to continued interest from non-UK bidders. Of the 42 firm offers announced in 2020, 62% involved a non-UK bidder. US bidders were particularly active, being involved in 19 (45%) of the firm offers announced in 2020 with an aggregate deal value of £13.1bn.

Technology, Media & Telecommunications was the most active sector with 11 firm offers. Other active sectors were Healthcare, Pharma & Biotech (6 firm offers), Natural Resources (6 firm offers), Real Estate (5 firm offers) and Financial Services (4 firm offers). These five sectors accounted for 76% of deal volume in 2020.

The economic uncertainty arising from the coronavirus pandemic caused a number of bidders to qualify their POI statements in order to provide them with flexibility to address pandemic-related issues. In addition, a number of 2019 bidders cited COVID-19 in 2020 as the reason for their having to diverge from previous POI statements.

The report considers a number of legal and regulatory developments that took place in H2 2020 (our H1 2020 trend report having considered developments that took place in the first half of the year). These include:

  • Brexit-related changes
  • the Takeover Panel's October 2020 consultation on proposed amendments to the Code
  • the National Security and Investment Bill
  • the latest developments in JD Sports’ appeal against the Competition and Markets Authority (CMA)’s decision to block its merger with Footasylum
  • the major review exercise undertaken by the CMA of its merger guidelines in order to reflect developments in its approach to merger control and the run-up to Brexit

Market commentary

The report contains expert commentary from:

  • Giles Distin and Simon Wood, Addleshaw Goddard
  • Simon Allport, Bird & Bird
  • James Bole, Lee Coney, Rui Huo and Katherine Moir, Clifford Chance
  • Alison Smith, Freshfields Bruckhaus Deringer
  • Selina Sagayam, Gibson Dunn
  • Iain Fenn and Nicole Kar, Linklaters
  • Adam Cain and Julian Stanier, Pinsent Masons
  • Tom Matthews, Dominic Ross and Patrick Sarch, White & Case

 

 

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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.