Troy Ungerman (Toronto)

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There’s snow business like snow business: considerations for your off-season acquisition

By Troy Ungerman (Toronto) on April 25, 2019 Posted in Environment, M&A

Eastern Canada’s ski season has officially come to a close. However, there is more reason than ever to keep an eye on the moguls. While activities on the slopes may have ceased, market activity is often at its peak during the off-season (pun intended). For example, in April 2017, Aspen Skiing Co purchased Intrawest – the company … Continue reading

Building the health systems of tomorrow: dealmaking and the future of the life sciences sector

By Troy Ungerman (Toronto) on April 23, 2019 Posted in M&A, Pharmaceuticals and life sciences

EY has recently published a year-in-review report for deal making in the global life sciences industry. The publication features some interesting statistics about deal activity in the past year, and makes predictions about which trends will carry forward into the 2019 and beyond. The total value of life sciences deals in 2018 was US $198 … Continue reading

Fintech is thriving! Global investment more than doubles in 2018

By Troy Ungerman (Toronto) on April 11, 2019 Posted in Finance, Technology and innovation

KPMG recently published its “Pulse of Fintech” report on global investment in fintech for H2 2018. Here’s what you need to know: Global investment in fintech companies hit $111.8B in 2018 (with 2,196 deals), more than doubling global fintech investment in 2017. This was partly due to a small number of mega deals. In the … Continue reading

Outlook for 2019: cross-border M&A and post-merger integration

By Troy Ungerman (Toronto) on April 3, 2019 Posted in M&A

Despite a general environment of uncertainty, 2018 was quite active in the cross-border M&A arena. However, observers expect a global drop for this year, especially for the mega-deals (i.e. transactions with deal values exceeding $10 billion) amid uncertainty over Brexit and the threat of globe trade wars. Accordingly, acquirers are increasingly focusing on domestic deals rather … Continue reading

Narwhals, unicorns and profits – Canadian tech start-ups are on the rise

By Troy Ungerman (Toronto) on March 28, 2019 Posted in M&A, Technology and innovation

Unicorns and narwhals – what business do these creatures have in boardrooms and on stock exchanges? “Unicorn” and “narwhal” are industry terms used to describe certain private start-up tech companies. “Unicorns” are start-ups valued by investors at $1B or more, a rare and substantial feat that has earned them their mythical nickname. “Narwhals” sit a … Continue reading

FTC announces increased HSR thresholds for 2019

By Troy Ungerman (Toronto) on March 20, 2019 Posted in Antitrust, competition and regulatory

On February 15, 2019 the Federal Trade Commission (“FTC”) announced the annual increased reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”) of 1976, as amended. Under the HSR Act, if certain thresholds are hit, parties proposing a merger or acquisition must file a detailed report with the U.S. FTC and Department of Justice, … Continue reading

A pragmatic approach to climate risk

By Troy Ungerman (Toronto) on March 19, 2019 Posted in Environment, Governance and directors' liability

Climate change is a reality we cannot ignore. Media report season after season record-breaking heat, drought, bushfires, etc. The impact on businesses is real, and investors are increasingly pushing for more detailed disclosure on climate change-related issues. According to the Wall Street Journal, companies are expected to face 75 climate-related shareholder proposals this AGM season. … Continue reading

Creating value beyond the deal

By Troy Ungerman (Toronto) on March 7, 2019 Posted in M&A

In today’s M&A market, dealmakers are increasingly under pressure – resulting from increased disruption, industry convergence, technological change and the need to shift to new business models to stay competitive – to maximize and deliver value from each deal they do. One would think, therefore, that value creation would be a priority for dealmakers. However, … Continue reading

Asset and wealth management M&A activities in 2018 and beyond

By Troy Ungerman (Toronto) on February 28, 2019 Posted in M&A

Merger and acquisition activities in 2018 in the asset and wealth management sector logged a total of 140 deals, up 5% from last year. According to an overview published by PwC, the total announced value of the M&A deals was US$14.9 billion, which represented a year-over-year increase up 72% – the highest percentage increase since … Continue reading

Know your worth: should you disclose undisclosed intangibles on financial statements?

By Troy Ungerman (Toronto) on February 21, 2019 Posted in Corporate finance, M&A

Intangible assets are the non-monetary, non-physical assets of a business, including its rights, goodwill, overarching brand, and other intellectual property (IP) (i.e., patents, trademarks, copyrights, trade secrets). These types of assets represented 52% of the global enterprise value in 2018; however, 80% of that value went wholly undisclosed on companies’ balance sheets. Why are businesses’ … Continue reading

M&A activity in the insurance sector reaching new heights

By Troy Ungerman (Toronto) on January 31, 2019 Posted in M&A

M&A activity in the insurance sector in North America declined in the years immediately following the financial crisis, and has peaked in recent years. We previously reported on the boom in the North American M&A insurance sector in 2016, where Q1 saw a record high in insurance agency M&A deals with 109 transactions reported. These … Continue reading

The impact of 5G technology on M&A

By Troy Ungerman (Toronto) on January 29, 2019 Posted in M&A, Technology and innovation

Global M&A activity in the technology, media and telecommunications industry reached an all-time high of 3,389 deals in 2018. The year was marked by several of the largest merger valuations in history, even though 70% of deals were for less than $100 million, demonstrating that much of the M&A activity was driven by smaller companies. … Continue reading

A budding investment – food and beverage investment opportunities and strategic partnerships in the growing cannabis industry

By Troy Ungerman (Toronto) on January 22, 2019 Posted in Cannabis, M&A

In December of 2018, Health Canada introduced draft regulations governing the production and sale of additional cannabis products, namely edibles, extracts, and topicals (the Cannabis 2.0 regulations). These regulations are set to take effect no later than October 17, 2019 and will introduce notable opportunities for food and beverage companies to enter into strategic partnerships … Continue reading

U.S. M&A: full speed ahead for 2019

By Troy Ungerman (Toronto) on December 18, 2018 Posted in M&A

Optimism is the name of the game for the U.S. M&A market. A recent report by Deloitte cites positive tax reform, a relaxed regulatory climate and growing cash reserves as the primary reasons for expecting 2019 to be a big year for M&A. 79% of the 1,000 U.S. corporate executives and private equity firms surveyed … Continue reading

Canadian M&A market still thought to be strong despite recent cut backs

By Troy Ungerman (Toronto) on December 6, 2018 Posted in M&A

Despite some cut backs in M&A activity expected over the next 12 months, the results reported in Ernst & Young’s (E&Y) 19th edition of the Global Capital Confidence Barometer (the “Report”) make clear that Canadian executives remain optimistic about Canadian and global M&A markets. Canadian executives are traditionally thought to be very bullish on the Canadian and global economy, and it … Continue reading

Summarizing the 2018 M&A Holdback Escrow Study

By Troy Ungerman (Toronto) on November 22, 2018 Posted in M&A

One of the common tools to mitigate transaction risk is a holdback escrow, where the buyer can retrieve funds in escrow if the seller fails to meet certain terms of the purchase agreement. There are numerous benefits to holdback escrows, such as broad claim coverage, publicly-available payout statistics to assist with cost estimation, and shared … Continue reading

Q3 2018 review: venture capital financing and deal activity decline after record-setting H1

By Troy Ungerman (Toronto) on November 15, 2018 Posted in Corporate finance, Finance

PwC and CB Insights recently released their Q3’18 “MoneyTree Canada report” (the Report), which provides an overview of investments in Canadian venture-backed companies. According to the Report, after an exceptional H1’18 (which we’ve covered in an earlier post), Q3’18 has seen a decrease in the number of deals, as well as in dollars invested. General … Continue reading

Key findings: 2018 SRS Acquiom Buy-Side Representations and Warranties Insurance (RWI) Deal Terms Study

By Troy Ungerman (Toronto) on November 8, 2018 Posted in M&A

SRS Acquiom recently published its first Buy-Side Representations and Warranties Insurance (RWI) Deal Terms Study. The study analyzed the terms of 588 private-target acquisitions that closed between 2015 and 2017, the majority of which are not required to be publicly disclosed. As Canadian M&A deals continue to use RWI at an increasing pace, insights from … Continue reading

Managing information technology risk to improve M&A outcomes

By Troy Ungerman (Toronto) on November 1, 2018 Posted in M&A, Technology and innovation

An organization’s technology systems are an integral part of its business. Integrated into all aspects of its operations, the possible failure of these systems has been the top concern in Allianz Group’s survey of over 1,900 risk management experts for six straight years. High profile incidents such as the Visa service outage, where a systems … Continue reading

Tokenizing securities: is it worth it?

By Troy Ungerman (Toronto) on October 30, 2018 Posted in Corporate finance, Finance

Tokenization refers to the process of converting the right to an asset into a digital token, issued, stored, and transferred on a blockchain (the latter of which we’ve covered previously). Many real world assets can be tokenized, including fine art and real property. Of particular interest in corporate finance is the tokenization of securities, such … Continue reading

Uncertainty at the root of U.S./Canada oil market fluctuations

By Troy Ungerman (Toronto) on October 16, 2018 Posted in Energy

Investors are struggling to price market uncertainties, with widely fluctuating market prices in both the United States and Canada. West Texas Intermediate, a U.S. crude benchmark, slid 2.9% during the first week of September, following a jump of more than 7% in August and has remained turbulent ever since. Meanwhile, Canadian energy stocks have failed … Continue reading

Beware the zombie invasion (stock exchange edition)

By Troy Ungerman (Toronto) on October 9, 2018 Posted in Cannabis, Corporate finance, Infrastructure, mining and commodities

On September 18, Deloitte released a new report which outlines a roadmap for the competitive business climate in Canada. Included in the report is a warning that “Canada may have a zombie problem.” Luckily, Deloitte isn’t raising concern about hordes of flesh-eating undead, but rather the relatively large number of “zombie companies” that exist on … Continue reading

Corporate governance 101: increasing minority shareholder voting power

By Troy Ungerman (Toronto) on September 25, 2018 Posted in Governance and directors' liability

If you are a minority shareholder you may feel a lack of control over corporate matters because majority shareholders, well, hold the majority of the voting rights. Certain shareholder agreements can help alleviate this lack of control and provide you with greater voting power. Shareholder Agreements Simply put, a shareholder agreement is a private contract … Continue reading