Tag archives: M&A trends

Full Speed Ahead: Post-Pandemic Trends in M&A

By Brandon Schupp on April 19, 2021 Posted in M&A

After a nine-year low in 2020, M&A activity in Canada made a strong rebound in the first quarter of 2021. As reported by BNN Bloomberg, in the first three months of 2021, Canadian companies were involved in 1,168 deals that together totalled US $115 billion in value, dwarfing the US $44.3 billion in deal value during the same period in 2020. The Financial Post reports that a similar phenomenon is occurring globally, with the number of deals up 6% and the total value of pending and completed deals up 93% as compared to the first quarter of 2020.

With … Continue Reading

Funding M&A Deals with Bitcoin

By Alexandra David on April 1, 2021 Posted in M&A, Technology and innovation

As Bitcoin gains increasing traction since its inception 11 years ago, we begin to question whether it will slowly replace traditional dollar funding in M&A deals. Whether Bitcoin will be used to fund large M&A deals will likely depend on its ability to stabilize in value.

One of the most common concerns of using Bitcoin as a source of deal funding is its propensity to fluctuate in value. Over the past five years, Bitcoin prices have fluctuated from CAD $500 to CAD $72,000, sometimes even dropping as much as 50% over the course of a single day. This price … Continue Reading

Visiting the Doctor in a Virtual World Provides Business Opportunities in Telehealth

By Sean Williamson (Toronto) on March 11, 2021 Posted in M&A, Technology and innovation

It is no secret that during 2020 and into 2021 the COVID-19 pandemic has created massive disruptions for a variety of industries. One such example is the movement of health care services online in order to adhere to social distancing guidelines. A wide variety of technology and applications to facilitate this, referred to as telehealth or telemedicine technology, are gaining momentum. This technological shift in health care has resulted in a boom of the telehealth industry and offers the possibility of sustainable growth opportunities for companies in 2021 and farther into the future.

What is telehealth technology?

Market analysts explain… Continue Reading

Earn-outs and reverse earn-outs

By Kiri Buchanan on February 23, 2021 Posted in M&A

In May, we wrote about the increased focus on earn-out provisions during the pandemic as a method to mitigate the risk of a target’s post-closing under-performance and to bridge any valuation gap between the purchaser and seller. More recently, we discussed post-closing balance sheet adjustments as a separate tool to address the same risk. In this article, we will focus on (i) reverse earn-out provisions and (ii) a review of the use of earn-outs in 2020 M&A deals.

Earn-out vs. Reverse Earn-out

As described in more detail in our May post, a ‘classic earn-out’ refers to a post-closing increase … Continue Reading

“To the Moon”: The Rise of the Retail Investor and What this Means for Dealmakers

By Daniel Lupinacci on February 9, 2021 Posted in Corporate finance, M&A

Retail investors are becoming an increasingly significant source of capital on public markets, and dealmakers should be aware of how this development can impact M&A transactions and the decision to go public. After the latest garnering of widespread attention in the news, the retail investment community has been estimated to constitute as much as 25% of total stock market activity. This increase can be at least partly attributed to the development of 0% commission trading mobile applications as well as the extra time retail investors have to develop their own personal trading strategies due to COVID-19 social restrictions. Not … Continue Reading

A Slow Burn: The Cannabis Sector May be Ready for Market Consolidation

By Brandon Schupp on January 19, 2021 Posted in Cannabis, M&A

The first half of 2020 saw a significant decline in M&A activity as capital markets were impacted by the COVID-19 pandemic, but the second half of the year saw a surge in M&A activity that is expected to continue into 2021. One industry that may be particularly well primed for M&A activity in 2021 is the cannabis industry, where market consolidation is already underway.

Predictions of market consolidation in the cannabis industry are hardly novel. Even prior to the legalization of cannabis in Canada, research by Ernst & Young indicated that industry executives believed that consolidation was inevitable and would … Continue Reading

Corporate Divorce: An Analysis of Divestments and Lessons to Carry Forward

By Abigail Court (Toronto) on January 18, 2021 Posted in M&A

In the midst of these unprecedented times, many companies are looking to mergers and acquisitions to realize new growth opportunities and diversify; however, before heading down this road, one question needs to be asked: is it a marriage built to last or is it doomed from the start? A recent paper, which examined 1,365 M&A deals occurring between 1983 and 2010, found that 46% eventually resulted in divestment or “divorce”. Moreover, 77% of these corporate divorces stemmed from M&A failures. The authors identify post-acquisition industry shocks and cultural dissimilarities as the primary causes behind corporate divorce, but suggest that … Continue Reading

MAC/MAE Clauses in the Context of COVID-19

By Troy Ungerman (Toronto) on January 6, 2021 Posted in M&A

A recent Ontario decision of Fairstone Financial Holdings Inc. v. Duo Bank of Canada (“Fairstone”) became the first Canadian case to consider material adverse change (“MAC”) or material adverse effect (“MAE”) clauses in the context of COVID-19. In Fairstone, Duo Bank of Canada sought to invoke the MAC/MAE clause to exit the transaction but the court did not allow it to do so. This blog explains the reasoning of the court and takes a broad look at the law of MAC/MAE clauses within the context of COVID-19.

MAC/MAE Review

MAC/MAE is generally defined as … Continue Reading

Does board diversity lead to better M&A outcomes?

By Scott Thorner on December 30, 2020 Posted in M&A

Board diversity has been at the forefront of the Canadian governance landscape for a number of years, and has recently been the subject of increased stakeholder focus. While gender and racial parity are ends in themselves, recent research shows that board diversity may be particularly beneficial in the M&A context.

The current state of affairs

Since 2014, Canadian securities regulators have required certain issuers to publish data on the representation of women on their boards and disclose the details of their gender diversity policies (or, if they do not have one, explain why not).

More recently, the federal government amended … Continue Reading

Navigating through Uncertainty: The U.S. Election’s Effect on Canadian Markets

By Daniel Lupinacci on December 4, 2020 Posted in M&A

After a highly contested election that was observed all over the world, Joe Biden – the Democratic Party nominee – was elected as the 46^th President of the United States . Leading up to the election, North American markets continued to see weeks of stagnant trading as investors held back due to the prevailing uncertainty. However, markets recovered on the eve of the vote, with the S&P/TSX composite index closing up 116.23 points.

Historical Trends

In the past, the S&P/TSX has generated better returns one year after the election of a Democratic president (+12.3%) as compared to a Republican … Continue Reading

Digital Taxation – Novel Considerations in M&A Transactions

By Alexandra David and Milomir Strbac (Toronto) on November 24, 2020 Posted in M&A, Tax

Digital taxes have become a subject of significant debate in recent years. Following allegations that tech giants have paid very little tax anywhere in the world, some countries have moved to impose new taxes on profits derived from digital services provided by multinational enterprises on a jurisdiction-specific basis. For instance, France recently adopted a digital services tax of 3% per annum applicable to the portion of revenue that digital companies derive in France. Similarly, as of April 1, 2020, the UK imposed a 2% per annum tax on the revenue of search engines, social media services and online marketplaces that … Continue Reading

The Dynamic Duo: Cyber-security and Due Diligence during the COVID-19 Pandemic

By Saba Samanian on November 6, 2020 Posted in M&A, Technology and innovation

The widespread impact of the COVID-19 pandemic (“pandemic”) continues to highlight the several ways in which M&A transactions have had to adapt to changing times, particularly by ramping up cyber-security measures in a digital world. Prior to the pandemic, there already existed a shift towards cyber-security due diligence since many businesses relied on digital assets. As a result, increased protection was paramount since a deficiency in the cyber-security measures of a target could lead to potential liability on the part of the buyer, after the transaction had closed.

Another Shift Caused By The Pandemic

The pandemic forced many … Continue Reading

What’s the Alternative?: The Rise of Alternative M&A Deals in a Post-COVID World

By Abigail Court (Toronto) on October 30, 2020 Posted in M&A

Mergers and acquisitions activity was already off to a slow start when 2020 began, but the COVID-19 pandemic (the “Pandemic”) initially resulted in a further decline in the volume of M&A activity. This was due in part to the economic and commercial uncertainties and market volatility for buyers and sellers alike, which made it difficult for companies to conduct business as usual. However, it looks like M&A activity has picked up again with gusto. In an earlier post, we reported that in a global survey of 2,900 C-suite executives, more than half of them reported that they … Continue Reading

The Smart Choice: A Predictive View in Revamping M&A Contracts

By Coco Chen (Toronto) on October 28, 2020 Posted in M&A, Technology and innovation

The current pandemic presents a unique opportunity to revitalize traditional M&A process and provisions. While we have previously addressed how traditional M&A provisions are impacted by the pandemic, this blog post will explore the key opportunity industries and corporations alike have in improving contractual processes. Specifically, through the use of blockchain technology and smart contracts.

Smart Contract 101

First proposed thirty years ago by computer scientist Nick Szabo who coined the term, smart contracts are drafted using programming languages and software and can be made legally enforceable and binding for all parties involved. In recent years, smart contracts have been … Continue Reading

M&A Opportunities in the COVID-19 Digital Transformation

By Milomir Strbac (Toronto) on October 23, 2020 Posted in M&A, Technology and innovation

While the COVID-19 pandemic initially had a general chilling effect on merger and acquisition (“M&A”) activity, we have seen an increase in M&A activity recently, particularly as industries rapidly adapt to the new environment and consider opportunities. Both consumer preferences and business models have been forced to change quickly due to the circumstances of the pandemic. This period of transformation provides opportunity for those investors and businesses who are able to efficiently adapt and take advantage of the new trends.

Increased Demand for At-Home Services:

The pandemic has transformed consumer preferences which has created tremendous potential for certain … Continue Reading

M&A in the Consumer & Retail Sector: Before and After the Pandemic

By Monica Wong (Toronto) on September 3, 2020 Posted in M&A

This article will provide a high level discussion of M&A trends in the Consumer & Retail (C&R) sector, beginning with a brief summary of the activity we saw in 2019, what trends were anticipated to occur in 2020 and how the COVID-19 pandemic (the Pandemic) is expected to affect M&A in this industry.

Pre-Pandemic Trends

Earlier this year, KPMG published their Global Consumer & Retail M&A Outlook 2020 Report (the KPMG Report) which reviewed deal activity in the C&R sector in 2019 and provided insight about the expected trends for 2020. As was seen in preceding … Continue Reading

Diamond In The Rough: Mining as a potential bright spot in M&A

By Jamie Parker on June 23, 2020 Posted in Infrastructure, mining and commodities, M&A

The mining sector has been one of the few bright spots in Canadian M&A since the COVID-19 pandemic drastically changed the landscape for transactions, with several large deals announced and continuing despite the pandemic.

As with other business sectors, mining has been significantly impacted by regulations and the economic slowdown caused by the pandemic. However M&A opportunities for Canadian mining companies have persisted despite these issues.

One of the first significant deals announced during the COVID-19 pandemic was Endeavor Mining Corporation’s combination with SEMAFO Inc., which valued SEMAFO at $1 billion. Other recent deals include Shandong Gold Group acquiring Canadian-based … Continue Reading

Timely, or too soon? Competition Bureau releases guidance on “failing firm” claims in merger reviews

By Kevin Ackhurst (Toronto), Erika Woolgar and Alexane Samson on May 14, 2020 Posted in Antitrust, competition and regulatory, M&A

On April 29, in a rare decision based on the “failing firm” rationale, the Competition Bureau announced it would not challenge the acquisition of Total Metal Recovery (TMR) Inc. by American Iron & Metal Company Inc. (AIM), because TMR would have likely exited the market without the merger.

The Bureau released a detailed position statement on the transaction, which will assist parties seeking to rely on a “failing firm” argument. This will be particularly important in the wake of the COVID-19 economic downturn, as many businesses may face failure and seek to be acquired by a competitor if they cannot … Continue Reading

Canadian Government Announces New Policy Applying “Enhanced Scrutiny” to Certain Foreign Investments During COVID-19

By Kevin Ackhurst (Toronto) and Neil Rosen (Toronto) on May 7, 2020 Posted in Antitrust, competition and regulatory, M&A

Market Contraction

The financial markets and global economy have experienced a precipitous decline and substantial volatility due to the economic impact of the ongoing COVID-19 pandemic. This has had a significant and immediate impact on the level of M&A activity, both in Canada and globally, as companies are shelving deals or simply walking away entirely.

In fact, Thomson Reuters, citing data from the financial research firm Refinitiv, recently reported that there was a 57% decline in M&A activity in Q1 2020 as compared to Q1 2019, as Canadian M&A activity dropped to its lowest level since 2015. Globally M&A activity … Continue Reading

Earnouts: Sharing Risk and Reward in Uncertain Times

By Eric Vice on May 6, 2020 Posted in Corporate finance, M&A

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

Private Equity Exits During COVID-19: What the 2008 Crisis Can Teach Us

By Abigail Court (Toronto) on April 30, 2020 Posted in Corporate finance, M&A

In a previous post, we discussed the impact of COVID-19 on private equity transactions and how companies can prepare for upcoming economic changes. While opportunities for new investment are on the horizon with private equity funds presently flush with cash, movement on existing investments is likely to slow as sellers wait until markets stabilize before divesting their assets. Recent research suggests that funds with vintage years 2012 through 2017 are facing a lower exit pricing environment, which could lead fund managers to increase their holding periods and delay exiting until they can better recover their investments.

A look at … Continue Reading

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

By Jaray Zhao (Toronto) on April 14, 2020 Posted in M&A

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

2020 merger review thresholds for Competition Act and Investment Canada Act

By Kevin Ackhurst (Toronto) on April 2, 2020 Posted in Antitrust, competition and regulatory, M&A

The threshold for certain pre-closing net benefit reviews under the Investment Canada Act (ICA) and the threshold for a pre-closing merger notification under the Competition Act have now both been released for 2020. The Commissioner of Competition announced on April 1 that the threshold would remain the same as in 2019.

Competition Act

Canada uses a two-part test for determining whether a pre-merger notification is necessary. The two-part test is based on the size of the parties and the size of the transaction. The transaction size component can be adjusted annually for inflation. Under the size of the parties test, … Continue Reading

M&A Activity: 2020 Outlook

By Monica Wong (Toronto) on March 17, 2020 Posted in M&A

J.P. Morgan’s “2020 Global M&A Outlook” (the Report) reviews what we can expect with regards to M&A activity this year. Some of the key takeaways from the Report include:

Anticipated Trends in International M&A: We can expect to see an increase in the global M&A market due to greater geopolitical certainty and financially competitive opportunities in regions such as Japan.
The Role of Private Equity Firms in the M&A Market: With record levels of capital to deploy, private equity firms will continue to be active players in the M&A market.
Shareholder Activism: Shareholder activists will continue to