M&A market prepares for the chill to set in

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London, 1 October 2012 – Following a year of continued macro-economic uncertainty, global M&A activity is falling with the level of completed deals reaching the lowest level since Q1 2010. Global volume and value of announced transactions fell by 18% and 11% respectively in the third quarter of 2012, showing that despite a slight uptick in the previous quarter, the prolonged period of slowdown in M&A activity is not over yet, according to the EY M&A Tracker.

Looking at completed M&A deals, the global level is at its lowest since the start of the M&A Tracker in the first quarter of 2010, with both volume and value of completions decreasing by 11% quarter-on-quarter. In yet another sign of global macro-economic uncertainty continuing to dent corporate confidence, M&A conversion rates are at their lowest point for a decade. For transactions announced in the last nine months, only 60% by volume and 42% by value went on to complete in the same period.

The EY M&A Tracker, is compiled by EY and the M&A Research Centre (MARC) at Cass Business School from six different transaction data sources, which are consolidated and compared to activity levels in Q1 2010 using a proprietary weighted-average methodology. (See notes to editors)

Dave Murray, EY’s Europe, Middle East India and Africa (EMEIA) Transaction Advisory Services Markets Leader comments: “The more positive outlook we saw earlier this year has dissipated, as the year has progressed the mood has cooled. But it’s not a bleak picture all over the world with some markets including Asia, remaining active.”

North America continues to shape the global M&A landscape
The North American region in Q3 provided 39% of globally announced transaction volumes. An even clearer trend emerges around value - with 53% of globally announced transaction value involving a North American target. The largest transaction announced in the region was CNOOC’s offer for Canadian oil and gas producer Nexen worth US$19b in total deal value according to Thomson One Banker.

Asia becomes the second most active region as Europe remains depressed
In a stark reminder of the region’s economic woes, Europe as a whole saw a fall of 39% in terms of total announced transaction value during Q3 2012, with announced transaction volume dropping by 24% q-on-q. Looking at the Eurozone specifically, announced transaction activity fell again in this quarter, by 28% in terms of both volume and value. Despite this trend, the second largest transaction announced in Q3 2012 was intra-European, namely Volkswagen’s offer for Porsche.

Following a 13% quarter-on-quarter increase in announced transaction value and for the first time since the start of the M&A Tracker in Q1 2010, Asia surpassed Europe in terms of the total number of announced transactions. This is, however, less likely to be a reflection of a long-term shift — rather a result of the economic uncertainty in the Eurozone temporarily depressing M&A volumes.

Global public bid activity remains fairly stable compared to the private transaction space
The global volume of public target bids fell by 8%, but despite a fairly bleak picture overall, announced public bid value rose by 7% in Q3 2012. Following the trough of Q1 2012, all-cash payment deals have been on the rise for two consecutive quarters and currently comprise 72% of total transaction value for public targets.

After a fall in Q2 2012, the average number of days it takes to complete a public deal rose to an all-time high of 81 days. Despite the relatively flat levels of M&A activity in the public space compared to last quarter, the appetite for opportunistic bids appears to be falling as can be seen by the number of bidders per asset, the percentage of revisions of bids and the level of hostile activity, which all fell in Q3 2012.

Dave Murray comments: “Right after the crisis hit we saw huge volatility in the market and a consensus that this would present deal opportunities. But today, with deals taking longer to agree and longer to deliver, there is a more moderate and cautious approach and the deals getting done are driven primarily by strategic plans rather than opportunistic actions.”

Outlook
Murray concludes: “Confidence has dipped once again and we are seeing a downturn in aspiration and ability to do deals. Leading corporates are focussing more on optimizing internal operations to drive growth, profit and volume. The issues in Europe won’t be resolved overnight, but when the tide does eventually turn, it’s these companies that will be in the strongest position to act.”

Notes to editors
Note 1: The underlying announced deal volume data for Q3 2012 (cut-off date: 15 September) range from a minimum of 898 transactions reported by Mergermarket to a maximum of 1,402 by CapitalIQ. The underlying completed deal volume for the nine months up to and including Q3 2012 range from a minimum of 1,711 transactions reported by Mergermarket to a maximum of 3,644 by CapitalIQ.

Note 2: The underlying announced deal value data for Q3 2012 (cut-off date: 15 September) range from a minimum of US$300b total announced deal value reported by CapitalIQ to a maximum of US$376b by Mergermarket. The underlying completed deal value for the nine months up to and including Q3 2012 range from a minimum ofUS$436bn reported by BvD-Zephyr to a maximum of US$591b by Dealogic.

About the EY M&A Tracker
The EY M&A Tracker was compiled for EY by MARC, the M&A Research Centre at Cass Business School from six different transaction data sources. Quarterly M&A activity levels recorded in Bloomberg, CapitalIQ, Dealogic, Mergermarket, Thomson and Zephyr are consolidated and compared to activity levels in Q1 2010 using a proprietary weighted-average methodology.

Based on announced deals (including completed, pending and withdrawn bids), the EY M&A Tracker weights each database according to the total value of deals in their datasets from the start of the M&A Tracker in Q1 2010. This results in a broad picture of transaction activity. Transaction activity levels are rebased (indexed) to 100 at the base period - Q1 2010, hence a figure of 115 shows a 15% increase compared to base period, and a figure of 85 shows a 15% decrease compared to the base period.

The M&A Tracker includes “withdrawn” bids to avoid biases in volumes from quarter to quarter. As the analysis tracks announced volume, and several bids’ outcome are yet unknown, we do not exclude either the pending or the withdrawn bids, but treat each bid with an “unknown outcome”.

The EY M&A Tracker only considers “change-of-control” deals and excludes privatizations, self-tenders, share buybacks, spin-offs, split-offs and recapitalizations. Transaction deal value has been set to a minimum of US$10m. Deal activity is measured from the date of announcement and rumored deals are excluded. Transactions are credited in the country and sector of the target only.

The report also measures the level of completed deals which were announced and subsequently completed in the nine months up to and including each quarter, also indexed to 100 in Q1 2010. From this dataset, the conversion rates give the breakdown of the status of announced deals in the nine months up to and including each quarter, at the end of each quarter.

The average time to completion is measured both as the average time to completion for deals which completed in the nine months up to and including each quarter and as the average time to completion for deals which have completed and are still pending (the time to completion is from announcement to the end of the quarter) in the same period.

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