Topic: M&A

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

Ripples of #MeToo in the M&A world: examining the “Weinstein Clause”

By nrfdigitalteam on October 25, 2018 Posted in M&A

A recent report Bloomberg indicates the increasing relevance of buyers staying away from a “#MeToo company” in M&A transactions – i.e., a company facing sexual misconduct allegations. This does not suggest that buyers are staying away. Instead, buyers are developing novel ways of addressing the risk brought upon by a “#MeToo company.” The first method … Continue reading

Holding up the deal: the threat of “bumpitrage” to M&A

By Trevor Zeyl (Toronto) on October 18, 2018 Posted in M&A

Considering the robust global M&A markets of the last few years, it is unsurprising that activist investors have increasingly sought to leverage these transactions for their own gain. To that end, shareholder activists have developed a variety of M&A-related strategies. Most commonly, they either seek to catalyze transactions by pressuring companies into a merger or … Continue reading

Q3 review: global M&A volume dropping, despite record highs

By nrfdigitalteam on October 11, 2018 Posted in M&A

Thomson Reuters recently released a report on global mergers and acquisitions in the first nine months of 2018. According to the report, global M&A volume fell 32% in Q3 2018 compared to Q2 2018. The number of deals – 35,543 – in the first nine months of 2018 dropped 9% compared to the same period … Continue reading

Evaluating the representation of women in the M&A industry

By Denise Gan (Toronto) on September 27, 2018 Posted in M&A

Is M&A still a male dominated industry? Back in its 2011 article, Reuters referred to M&A as a “man’s game”. They found that only 15% of executives and senior level managers in US investment banking and securities dealing industries were women. A 2011 survey found that 83% of female finance executives perceived the glass-ceiling to … Continue reading

Speed matters: four tactical approaches to speeding up divestitures and maximizing value

By Troy Ungerman (Toronto) on September 20, 2018 Posted in M&A

With pressure to increase shareholder value from low productivity assets, many companies are exploring the idea of divestures. Yet, a recent article by McKinsey & Company suggests that only 29 percent of divestitures achieve win-win scenarios, whereby both the parent company and divested business achieve excess total returns to shareholders (TRS) following the separation. What … Continue reading

Frequency and size of M&A insurance claims continue to rise

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

AIG, in its recently published 2018 M&A Claims Report, explored the rising number of representations and warranties (R&W) claims in the M&A market by examining AIG policies written between 2011 and 2016. During this period, AIG wrote policies for approximately 2,000 deals, representing a total deal value of over $700 billion from which more than … Continue reading

NAFTA and how free trade negotiations are impacting Canadian M&A activity

By Pierre-François Tétreault (Montreal) on September 13, 2018 Posted in M&A

The President of the United States recently made headlines when he announced that the United States and Mexico had reached a new bilateral trade deal to replace the North American Free Trade Agreement (NAFTA) and that the countries were prepared to move forward without Canada. Although Canada rejoined the NAFTA negotiations thereafter, the US announcement … Continue reading

Foreign investment laws and increased scrutiny of M&A transactions

By Mark Bissegger (Toronto) on September 11, 2018 Posted in Antitrust, competition and regulatory, M&A

2018 is on pace to be a year with one of the highest total values of blocked or cancelled M&A deals in the past two decades. While this data, which was compiled by Thomson Reuters and reported by the Financial Times, is based on public M&A transactions, the reasons and insights behind it can nonetheless … Continue reading

Grow on! Examining the forces behind increased M&A activity in Canada

By Troy Ungerman (Toronto) on September 5, 2018 Posted in Cannabis, M&A, Pharmaceuticals and life sciences

The Canadian market has seen a surge in M&A activity since 2017 and it looks as though 2018 will follow suit. According to a PwC Canada 2018 M&A mid-year review, in the first half of 2018 alone, Canada hit CAD$93 billion in M&A activity and outbound deals increased by 8% as compared to the first … Continue reading

Quebec opens its door to InsurTech: opportunities to grasp

By nrfdigitalteam on September 4, 2018 Posted in M&A, Technology and innovation

The insurance industry is changing. A more digitally savvy customer base and the emergence of new technologies are reshaping the sector. Enter technology-led companies known as “InsurTechs.” In Québec, this innovative business approach along with a substantial legislative change is expected to increase M&A transactions. Mindful of offering a regulatory environment that is flexible and apt … Continue reading

Materiality scrapes in private M&A transactions

By Troy Ungerman (Toronto) on August 30, 2018 Posted in M&A

Representations and warranties in private M&A transactions are typically heavily negotiated, with sellers often attempting to qualify their representations with materiality to avoid being found liable for immaterial breaches and for immaterial damages. It is also common during the course of negotiations for parties to agree to the inclusion of indemnity baskets. These provisions provide … Continue reading

Climate change risk is serious business – are you doing your due diligence?

By nrfdigitalteam on August 16, 2018 Posted in Environment, M&A

It’s been a hot summer. Cities around the world have experienced record-breaking temperatures and heat waves are now being recorded all over the world. In Eastern Canada alone, there have been nearly 100 heat warnings. In Oman, the town of Quriyat registered the highest minimum temperature in the world in June this year: 42.6 degrees … Continue reading

M&A and the advancement of the RegTech industry

By Troy Ungerman (Toronto) on August 14, 2018 Posted in M&A, Technology and innovation

The rapid advancement of technology has moved at an unprecedented pace, offering the ability to automate “trust” and “quality” of the products and services being provided on a daily basis. Nevertheless, after the financial crisis in 2008, billions of fines and penalties were imposed on companies that failed to carry out regulatory standards. This exposed market inefficiencies … Continue reading

Not all bad news amidst African M&A decrease

By Troy Ungerman (Toronto) on August 9, 2018 Posted in M&A

Recent reports have suggested a precipitous decline in mergers and acquisitions (M&A) in Africa. In the first half of 2018, total deal volumes and values of M&A transactions declined with a 44% decrease in deal volume and a 57% decrease in aggregate value, in comparison to figures in the preceding year. In fact, M&A transactions on the … Continue reading

Pension plan considerations in the M&A context

By Troy Ungerman (Toronto) on August 7, 2018 Posted in Employment and labour, M&A

In any acquisition, whether for shares or assets, employee benefits and obligations must be taken into account. One of the potentially most onerous obligations includes the provision of pension benefits to employees – this makes it all the more important for companies contemplating acquisitions to consider potential employee pension plan implications. In a share purchase … Continue reading

Q1 review: major deals lead the mining resurgence

By Troy Ungerman (Toronto) on August 2, 2018 Posted in Infrastructure, mining and commodities, M&A

Our 2018 Mining M&A forecast predicted that there would be an increase in Canadian mining M&A activity in 2018. It appears that our prediction may be correct: industry reports suggest an 86% increase in the value of the transactions in the first quarter of 2018 (Q1 2018), as compared to the first quarter of 2017 … Continue reading

Gauging M&A trends in agribusiness

By Trevor Zeyl (Toronto) on July 31, 2018 Posted in M&A

Although the agricultural sector has largely been segmented in the past, there appears to be a continued trend of consolidation in the industry. As the global population has grown, so too has the demand for food and associated goods. But the appetite for food is changing rapidly and has fueled the rise of M&A activity. … Continue reading

Borrowers, beware: Bank of Canada announces interest rate hike

By Troy Ungerman (Toronto) on July 24, 2018 Posted in Financial institutions, M&A

Recently, Bank of Canada governor Stephen Poloz announced an increase in the interest rate from 1.25% to 1.5%. The increase comes as the Bank of Canada predicts a continued growth in the Canadian economy from exports and business investments. However, household spending may represent a smaller percentage of future economic growth due to the effects … Continue reading

Digitalization – the pill for M&A failures?

By nrfdigitalteam on July 19, 2018 Posted in M&A, Technology and innovation

It is a generally accepted fact that a significant number of M&A deals fail to deliver value post-closing. In a recent survey (the Survey) discussed in the Deloitte 2018 M&A trends report (the Report), 55% of respondents agreed that up to 25% of their M&A deals fall short of meeting or beating expectations. We’ve discussed … Continue reading

Shareholder responsibility over auditor tenure

By Eric Malysa (Calgary) and nrfdigitalteam on July 18, 2018 Posted in Governance and directors' liability, M&A

Concerns about the term or length of auditor tenure have returned to relevance following the recent fall of industry giants, providing good reason for Canadian companies to reconsider their audit and governance practices. In 2016, the European Union implemented mandatory rotations of audit firms for public companies, which was similarly considered, though rejected, in the United … Continue reading

Data privacy in M&A: new reporting and notification requirements

By Troy Ungerman (Toronto) on July 17, 2018 Posted in Antitrust, competition and regulatory, M&A

It is time for organizations to think ahead and prepare for new requirements imposed under the Digital Privacy Act (formerly known as Bill S-4). The new requirements, which will result in significant amendments to the Personal Information Protection and Electronic Documents Act (PIPEDA), will come into force on November 1, 2018. The new requirements impose mandatory … Continue reading

Gauging the impact of a Canada-U.S. trade war on cross-border M&A

By Troy Ungerman (Toronto) on July 10, 2018 Posted in Cannabis, M&A

On May 31, 2018 the United States (U.S.) government announced that it would be imposing tariffs on a number of Canadian products, including steel and aluminum at a rate of 25% and 10% respectively. In response, the Canadian government imposed its own surtaxes of approximately C$16.6 billion on imports of steel, aluminum, and other products from … Continue reading