Corporate Transactions,Mergers. (Shutterstock)
As a journalist, I’ve always liked data for its ability to cut through the subjective. But while I generally agree with the well-worn adage that numbers don’t lie, without proper analysis, they do have the ability to mislead and misinform.
The latest Mergermarket M&A report deserves similar scrutiny. At first glance, it paints a remarkably rosy picture for European corporate lawyers. The total value of European M&A in the first half of the year was up 30 percent on the same period in 2016, at $482 billion, with the region accounting for almost a third of all activity globally. Four of the five largest M&A deals to have taken place so far this year involved European targets.
But has the situation in Europe really been that great?
Leading corporate practices have certainly benefited from an increased number of marquee deals, while the outcomes of recent political elections in France and the Netherlands have brought a degree of stability and optimism to the region.
Even Brexit hasn’t proved the dealmaking death knell that many feared in the aftermath of the referendum last June. The lower end of the domestic U.K. M&A market has been hit, but the uncertainty doesn’t appear to be significantly curtailing the actions of the FTSE100, many of which have relatively limited domestic businesses anyway. Investors may be spending more time kicking the tires and paying particularly close attention to any trade a U.K. target has with the European Union—particularly in financial services—but partners say that clients see these issues as workable and ones that are capable of being priced in.
It’s not a bull market by any stretch of the imagination—we’re still a long way from the froth of 2007, when M&A deal value topped $850 billion in the first six months alone—but things have broadly been moving in the right direction.
“Europe is starting to get its M&A mojo back,” says Freshfields Bruckhaus Deringer corporate partner Bruce Embley.
But the Mergermarket figures are heavily skewed by a small handful of enormous deals, notably the $45.5 billion merger of Praxair and Linde, Atlantia’s $33.2 billion acquisition of Abertis, Johnson & Johnson’s $29.6 billion purchase of Actelion Pharmaceuticals and Essilor’s $25.4 billion merger with Luxottica.
That jumbo quartet collectively account for almost 30 percent of the total value of all European M&A so far this year. Remove just those four from the 1,450 deals tracked by Mergermarket and it would have been the worst first-half M&A performance for four years.
This is far from a recent phenomenon, however. Mega deals have been distorting M&A data for years, in part due to a growing acceptance among competition authorities that size alone isn’t necessarily a bad thing. Several large-scale mergers have gone through in recent years thanks to significant divestiture programs being put together as part of the agreed remedies—witness AB InBev’s recent disposal of its eastern European business following its record-breaking merger with SAB Miller—which in turn is driving more activity.
Although transatlantic deal flow is still robust, despite a slowing of the U.S. domestic market, China’s introduction of regulations on capital flight has significantly stifled outbound M&A activity from the country. The total value of Chinese investment in Europe in the first six months of 2017 crashed by two-thirds compared to the same period last year, according to Mergermarket, to just $25.6 billion.
And while the Praxair and Atlantia deals meant that the aggregate value of European M&A rose from the first to the second quarter of 2017, the number of deals actually fell 12 percent. This is surprising—and perhaps even a little concerning—as activity usually increases in the second quarter as people seek to complete deals before markets close down for the summer. In fact, it is only the second time in the past decade that M&A activity failed to improve in the second quarter, after deal volume dipped 1.8 percent after the first three months of 2012.
A quick straw poll of London-based M&A partners found that the market is unlikely to see any significant improvement in the third quarter—and may even slow further.
Still, there are positives among the uncertainty.
The weak pound is likely to continue to drive opportunistic deals—inbound investment into Europe hit a record $211 billion in the first half of 2017, accounting for almost 45 percent of all M&A within the region.
Lawyers are also bracing for increased M&A activity in France following the election of pro-business president Emanuel Macron—particularly if he manages to reform the country’s notoriously challenging labor laws, which have long been a major impediment to foreign investment.
Meanwhile, the rise of activist investors—BHP Billiton and Nestle are among those to have been targeted in recent months—has helped bring M&A to the top of the corporate agenda. “Activism is now a high priority in the boardrooms of many European companies,” Embley says. “They’re having to really think about their strategies and are increasingly viewing M&A as a critical component.”