Tag archives: M&A activity

Earnouts: Sharing Risk and Reward in Uncertain Times

The turbulent economic environment resulting from the COVID-19 pandemic has affected the M&A world in numerous ways. Among them is the increased focus on earnout provisions, both those in place from legacy deals and those being considered for inclusion in an upcoming transaction. This post provides an overview of the earnout mechanism and describes the alternative approaches dealmakers have at their disposal.

The purpose of an earnout is to allocate risk and reward between a purchaser and a seller in respect of the post-closing success of the acquired business. Earnouts are useful as a means of bridging the valuation gap: … Continue Reading

Looking Beyond COVID-19: How Companies Can Prepare for the Post-Pandemic Economy

As COVID-19 continues to sweep across the world, it is has undoubtedly taken the global financial markets by storm. Despite the unprecedented social and economic disruptions brought by the pandemic, Ernst & Young’s Capital Confidence Barometer Survey (the Survey) of more than 2,900 C-suite executives globally shows that more than half (56%) of them continue to plan major transformation programs. At the same time, as the extent of COVID-19’s impact on the global economy is gradually revealed, in addition to navigating the current downturn, companies are starting to look beyond the crisis and identify ways to better position their … Continue Reading

Private Equity Funds & Co-Investment: A Symbiotic Relationship

Broadly, a co-investment is an investment in a specific transaction made by limited partners (LPs) of a main private equity (PE) fund alongside, but not through, such main PE fund. This is often accomplished through a separately structured co-investment vehicle which is governed by a separate set of agreements. Co-investments are attractive to PE funds and LPs alike for a multitude of reasons, including as: a means for PE funds to gain access to supplementary capital; an avenue by which PE funds may make larger single investments that are otherwise unavailable or undesirable; and a means for LPs to attain … Continue Reading

Evaluating the Legal Risks of Data Assets in M&A

Data is an essential asset for many businesses, and one that is increasingly acquired through M&A transactions. Identifying and assessing the particular legal challenges of data assets is crucial for acquirers to mitigate the risks associated with these assets and unlock their full value. While issues will depend on the particulars of each transaction, the following is a high-level overview of significant considerations.

What rights in the data assets is the acquiring company receiving?

Evaluating a target company’s rights to their data assets is often more complex and uncertain than for more tangible assets. Such rights are often limited by … Continue Reading

Acqui-hiring: What we know and what we need to know from a Canadian perspective

“Acqui-hire” transactions, which are particularly prevalent in the context of start-up technology-related M&A transactions in the U.S., focus on acquiring a company primarily to obtain its employees and their skills, in addition to other possible assets (see our earlier post on acqui-hires). In these type of transactions, it is thought that the greatest perceived value in the target lies in its employee base or segment(s) thereof. If there is also perceived value in the intellectual property (IP) or other assets of the target company, an acquiror might purchase those assets and possibly license them back. In some cases, … Continue Reading

2019 in Review: eSports edition

The eSports industry experienced monumental growth in 2019 and is well underway to becoming a financially lucrative market.

By the end of last year, eSports had over 433 million global viewers, more than American Football and rugby combined, and is expected to reach over 645 million viewers in 2020. For perspective, the 2019 League of Legends World Championship alone amassed a peak viewership of 3.98 million, far surpassing earlier eSports viewership records.

2019 also marked the year that eSports became a billion dollar industry. In line with its massive following, eSports drew in record revenues last year, experiencing a 26.7% … Continue Reading

NAFTA 2.1: Bringing certainty to an uncertain time

If there is anything that Canadian dealmakers are all too familiar with in 2019, it’s the concept of uncertainty. Raging trade wars, geopolitical tensions, elections, and a forecasted economic downturn are all pervasive in everyday conversation. Despite this, deal flow has remained robust throughout the first three quarters of 2019, as summarized in a recent post. Fortunately, significant uncertainty in relation to trade with the U.S. and Mexico is hopefully coming to an end.

Representatives from Canada, the U.S. and Mexico met last week to sign what some are calling “NAFTA 2.1” but is formally known as the Canada-United … Continue Reading

Parties to M&A must be diligent about climate change

Climate change has become a high profile issue that is expected to have significant implications for M&A transactions going forward. As public awareness and scientific understanding of climate change continues to evolve, we are more informed about the climate change-related risks that businesses must grapple with and get ahead of. As a result, businesses need to be especially diligent in their assessment of a range of factors that may be impacted by the changing climate when completing M&A transactions. While the risks that should be considered will, of course, vary between transactions, the following is a list of climate-related factors … Continue Reading

Canadian M&A Q3 2019 Review: Canadian M&A activity remains strong despite a slight decline in transaction volume

Crosbie & Company’s “Crosbie & Company Canadian Mergers & Acquisitions Report for Q3 2019” (the Report) reviews the minor slowdown in Canadian M&A activity in Q3 2019 following a record-breaking second quarter. While deal activity declined slightly in Q3 (776 announced transactions compared to 886 in Q2), the Canadian M&A market remained robust, posting its eleventh straight quarter (dating back to Q1 2017) with at least 700 transactions.

Highlights of the Report

  • Slight decline in transaction volume: 776 transactions were announced during Q3 2019 compared to 886 in Q2 2019, representing a 12.4% decrease from the previous quarter.
  • Non-mega
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Investor uncertainty will continue to impact Canadian M&A momentum

Deal count reached a seven-year high in Canada last year, but there has been a loss of momentum in the first half of 2019. On-going trade conflicts and concern over a possible market correction have generated greater economic uncertainty, and the investment outlook for the second half of the year continues to be clouded by these factors.

Rising valuations have been partly attributed to favourable debt conditions. With stimulus measures like the central bank holding interest rates low, the financial environment has been conducive to growth in Canada – so why are some investors dubious? For one, the … Continue Reading

Ready to rock! 2019 may see increased M&A activity among Canadian mining companies

2018 was a difficult year for Canadian mining companies. The aggregate valuation of TSX-listed miners declined by 12.7%, while equity capital raised by these companies declined by 36% from the previous year’s total. In this environment, new financings and deals have been scarce, but there is reason to believe that this trend might change in 2019, according to a recent publication by PwC.

A number of factors support the general prediction of increased M&A activity among TSX-listed mining companies. These factors include:

  • Increasing commodities prices. Spot prices for based and precious metals decreased across the board in 2018. However,
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“Crazy Rich Asia” – record growth in the Asia-Pacific region

The Asia-Pacific region experienced a strong year for mergers and acquisitions (“M&A”) in 2018 and the level of M&A activity in this region is expected to continue in 2019. It was anticipated that 2018 would be a busy year with regards to M&A for Asia-Pacific companies and these predictions proved to be true. In the first six months of 2018 alone, Asia-Pacific companies had announced M&A deals that totalled $734 billion. In particular, Japan had a record year for foreign M&A transactions. Last year, Japanese companies announced 1,000 offshore M&A deals which were worth a total … Continue Reading

Brewery M&A in Canada

The brewing industry is one of Canada’s oldest, and has undergone substantive transformations in recent decades. After a period of consolidation that culminated in the mid-1980s, only ten Canadian breweries remained, of which three controlled more than 95% of the market. As a result of further worldwide M&A activity, the industry is now dominated by three major multinational players. These control 90% of all Canadian retail sales, and account for more than 70% of industry revenue in 2018.

Although the industry has enjoyed steady growth in recent years and continues to have a positive outlook, much of this growth can … Continue Reading

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

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 perpetuated the lingering uncertainty regarding the future of the trade relationship between Canada and its southern neighbour. This uncertainty already seems to have impacted M&A activity coming into, and out of, the “Great White North” and will likely continue to do so until … Continue Reading

Quebec opens its door to InsurTech: opportunities to grasp

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 to respect the evolution of technologies and consumers’ needs, the province adopted Bill 141, An Act mainly to improve the regulation of the financial sector, the protection of deposits of money and the operation of financial institutions, on June 13, 2018. This … Continue Reading

M&A and the advancement of the RegTech industry

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 and focused attention on solutions required to stay on top of compliance matters.

To avoid repeating history, regulators and governmental authorities have reformed the regulations by repealing traditional rules and replacing them with new and efficient ones. These intricate and new regulations can … Continue Reading

Not all bad news amidst African M&A decrease

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 continent have been on a steady decline for a few years now, as their value has dropped from $64.9 billion in 2015 to $32.4 billion in 2017.

Several theories have been posited in the attempt to explain this decline, including corruption and bad … Continue Reading

Q1 review: major deals lead the mining resurgence

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 (Q1 2017). The increased value in deals was not accompanied by an increase in volume, however. The deal volume decreased by 16% in Q1 2018 compared to Q1 2017. While this does not perfectly follow the “small is beautiful” gold mining acquisition trend, … Continue Reading

Gauging M&A trends in agribusiness

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. A recent report by KPMG discusses the trends driving M&A activity in agribusiness.

A notable trend involves the rise of health products, which stem from consumer desires to seek more health conscious and sustainability-focused options. The increased focus on health and sustainability has begun to … Continue Reading

Digitalization – the pill for M&A failures?

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 the factors that can contribute to this failure on a previous blog post and in a recent article, including: cultural and business integration issues, poor due diligence, negotiation errors, lack of involvement by owners, and an overall lack of clarity. Moreover, a … Continue Reading

Gauging the impact of a Canada-U.S. trade war on cross-border 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 the U.S. These countermeasures came into effect on July 1, 2018 and will remain in force until the U.S. repeals its tariffs on Canadian steel and aluminum.

At a market level, this escalating “trade war” between Canada and the U.S. has the potential … Continue Reading

Waste is picking up! M&A developments in the waste management and recycling industry

Historically a highly fragmented industry, the waste management and recycling sector has undergone a process of consolidation and increased M&A activity over the past several years. Analysts have offered various explanations for this trend, ranging from a desire for larger companies to expand their geographic coverage to a rise in clean-tech and recycling businesses.

Although typically not an industry that attracts the limelight, investors now view waste management and recycling companies as attractive targets due to the high barriers to entry and the presumed lower risk that comes with businesses providing essential services.[1] As a result of these and … Continue Reading

M&A activity in Canada’s upstream oil and gas sector remains slow in 2018

Following our update during the last quarter of 2016, M&A activity in Canada’s upstream oil and gas sector continued to decline in 2017 and has remained slow during the first quarter of 2018. Globally, there was a strong start to 2017 followed by a significant decline, in terms of both deal count and overall deal value, during the balance of 2017, with a notable increase in deal activity during the first quarter of 2018.

 According to Deloitte’s Oil & Gas Mergers and Acquisitions Report–Yearend 2017, after the increase in deal spend in Q4 2016 and Q1 2017, the rest … Continue Reading

A healthy dose of deal-making: M&A trends in the US and Canadian healthcare sector

In the first quarter of 2018, M&A activity across the world hit a 17 year record high according to Mergermarket’s Q1 2018 Global M&A Report. This is an 18 percent increase in value compared to the first quarter of 2017. This increase was affected by the surge in deal-making seen at the end of 2017 which carried over into 2018 as the US experienced mega US healthcare deals. In fact, US M&A activity during Q1 2018 was reported to represent 44.2% of the total global share. According to data from Bloomberg, the healthcare sector has already reported $156 billion … Continue Reading

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