Mergers/Acquisitions

Marketing and media M&A “resilient” in Q3 2018 despite Brexit uncertainty, says new report

BY Fraser Tennant

Despite the ongoing uncertainty induced by Brexit, mergers and acquisitions (M&A) activity in the marketing and media sectors has been “resilient” in Q3 2018, according to a report published this week by Kingston Smith.

In its ‘Mergers and acquisitions in the marketing and media sectors – Q3 2018’, the firm notes that 70 deals took place in the quarter, up from 60 in Q2 and keeping pace with the 73 recorded in Q1 2018.

Among the high-profile transactions were WPP acquiring Hirshorn-Zukerman Design Group,  Emark, Gorilla Group and 2Sale International, the acquisition of Digital Mind, Whitespace and Amicus Digital by Dentsu, and the deals by Next 15 to acquire Technical Associates Group and Viga.

“Q3 is testament to the enduring hunger of acquirers, with the deal announcements possibly lagging behind the appetite,” states the report. “Many mid-market buyers lack sufficient bandwidth to assess all the opportunities available to them and this is holding back deal completions. The quarterly uptick is welcome but the jury is out as to whether activity will continue at this level, as liquidity tends to dry up quickly once shocks impact on the system – meaning businesses may be rushing deals through before any material change in the external backdrop.”

Furthermore, digital businesses remain the most sought-after in the marketing services sector, accounting for nearly half of deals in this area (57 percent). In addition, media-tech continues to gain pace, accounting for almost a quarter of all deals (23 percent) in Q3 2018. Acquisitions in the media-tech space have been undertaken by WPP, Google and Deloitte, among others. 

Further key findings in the report include private equity (PE) portfolios proving a fertile hunting ground for mid-market buyers, and a number of marketing and media businesses thriving under PE stewardship and reaching sufficient scale to attract trade buyers. Among the key PE deals in Q3 2018 were Fishawack’s acquisition of Healthcircle and Williams Lea Tag acquiring Taylor James.

Also highlighted by the Kingston Smith report is the increasingly international nature of many of the transactions being seen.

The report concludes: “A strong quarter is encouraging and puts 2018 in line with the activity levels recorded in 2017 and 2016. What remains certain is that hungry acquirers will continue to hunt for deals.”

Report: Mergers and acquisitions in the marketing and media sectors – Q3 2018

Sykes acquires Symphony to boost RPA and IA credentials

BY Fraser Tennant

In a bid to capitalise on the growing demand for robotic process automation (RPA), US multinational corporation Sykes Enterprises is to acquire Symphony Ventures, a global services firm focused on RPA and intelligent automation (IA).

Under the terms of the definitive agreement, Sykes will pay a cash purchase price for 100 percent ownership of Symphony, which is expected to be funded through a combination of cash on hand and Sykes’ credit facility.

Sykes expects the acquisition to position it as clear leader to support RPA and IA initiatives globally across all facets of its business operations, while enabling it to tap into an adjacent market estimated to be worth $8.1bn.

“The acquisition of Symphony is another significant step in building our company’s capabilities to succeed as the digital revolution continues to transform our clients’ businesses, their customer service needs, and by extension, the customer support industry,” said Chuck Sykes, president and chief executive of Sykes. “Combining the power of RPA with human ingenuity enables us to help our clients modernise, optimise and integrate key components of their digital operations to significantly improve their business, as well as improve their customers’ lifecycle journey experience.”

Headquartered in London, Symphony offers RPA consulting, implementation, hosting and managed services. The company is approximately 200 people strong and has one of the largest independent global teams of marquee brands, serving financial services, healthcare, business services, manufacturing, consumer products, communications, and media and entertainment industries.

“Symphony has rapidly grown over the past four years to become the digital operations partner of choice for numerous enterprise clients looking to implement RPA and IA solutions,” said David Poole, chief executive of Symphony Ventures. “This growth has been due to the efforts of our highly trained and experienced team that take a process first approach to digital transformation to ensure we deliver top notch quality each and every time. Both Sykes and Symphony are innovative pioneers dedicated to improving customer and client experience.”

The transaction is subject to customary closing conditions and is expected to close on or about 1 November 2018.

Mr Sykes concluded: “The world of intelligent automation systems is approaching a tipping point, and we are excited to be able to participate in this new technological advancement in a meaningful way.”

News: Another UK Startup Snapped Up: Symphony Ventures Sold for £52 Million

Calsonic Kansei drives off with Fiat unit

BY Richard Summerfield

Japanese automotive firm Calsonic Kansei has agreed to acquire the Magneti Marelli unit from Fiat Chrysler in a $7.1bn all-cash deal, excluding debt. The transaction is expected to close in the first half of 2019, subject to customary closing conditions and regulatory approvals, the companies announced in a statement.

By acquiring the unit, private equity-backed Calsonic will become Magneti Marelli CK Holdings, the world’s 10th largest auto-parts manufacturer with $17bn in annual revenue and a global workforce of around 65,000. Calsonic’s chief executive, Beda Bolzenius, will oversee the new organisation.

“Our industry has gone through fierce change in recent years and the phase to come will be even more dynamic,” said Mr Bolzenius. “It is exciting to form a strong platform for Calsonic Kansei and Magneti Marelli to work together and create a competitive automotive supplier which is extremely well placed among the global Top Ten. Together, we will benefit from complementary geographic footprints and product lines, while our respective customers will benefit from an increased investment in people, processes and innovative new products.”

“Having carefully examined a range of options to enable Magneti Marelli to express its full potential in the next phase of its development, this combination with Calsonic Kansei has emerged as an ideal opportunity to accelerate Magneti Marelli’s future growth for the benefit of its customers and its outstanding people,” said Mike Manley, chief executive of FCA. “The combined business will continue to be among FCA’s most important business partners and we would like to see that relationship grow even further in the future. The transaction also recognises the full strategic value of Magneti Marelli and is another important step in our relentless focus on value creation.”

Fiat Chrysler will enter into a multi-year supply agreement with its former unit which will maintain Marelli’s presence in Italy and maintain employment levels. The company had explored other options for divesting the unit previously before opting for a sale. With market conditions deteriorating amid global trade tensions and political uncertainty in Italy, as well as profit warnings from automakers and suppliers, a sale was considered the most viable option.

Private equity giant KKR acquired Calsonic from Nisan and other shareholders in 2016 and claimed it would help the company expand internationally.

News: KKR's Calsonic buys Fiat Chrysler parts firm Magneti Marelli for $7.1 billion

Norwegian Energy agrees $1.9bn Shell deal

BY Richard Summerfield

Norwegian Energy (Noreco) has agreed to acquire Royal Dutch Shell’s Danish upstream business – Shell Olieog Gasudvinding Danmark B.V. (SOGU) – in a deal worth $1.9bn, making it the second largest oil & gas producer in Denmark, adding output of 67,000 barrels of oil equivalents per day.

The sale includes SOGU’s 36.8 percent ownership stake in the Danish Underground Consortium (DUC), which leads much of the exploration and development of the Danish portion of the North Sea. The DUC, which started production in 1972, has assets in around 15 offshore fields and accounts for around 90 percent of the country’s oil & gas production. The deal also includes SOGU’s portion of the Tyra gas field redevelopment project including the redevelopment and around $1.1bn in decommissioning costs associated with the assets. In a statement, Norco added that it “…expects to maintain strong production in the years to come. As the Tyra hub is being redeveloped, the portfolio will be revitalised and offer improved economics accompanied by prolonged field life.”

For Shell, the divestment of the business is the latest step in the company’s three year, $30bn divestment plan, which started in 2015 following its purchase of BG Group. To date, Shell has divested large portfolios in the British North Sea, Gabon, Thailand and Canada. Under the terms of the agreement, Shell Trading and Supply and Shell Energy Europe Limited will continue to have oil & gas lifting rights from the SOGU assets for a period after completion.

“Today’s announcement is consistent with Shell’s strategy to simplify its portfolio through a $30bn divestment programme and contributes to our goal of reshaping the company into a world-class investment case,” said Andy Brown, Shell’s upstream director.

Noreco said the deal comprised proven and probable reserves of 209 million barrels of oil equivalents at the end of last year, 65 percent of which were liquids. The company said that funding for the Shell deal would be provided by a private placement of new shares and a convertible bond, as well as a $900m loan from BMO Capital Markets, Deutsche Bank and Natixis.

As the transaction is a ‘share sale’, local SOGU staff primarily dedicated to DUC will continue employment with their current company, which Noreco will own upon completion.

The deal, subject to customary closing conditions and shareholder approval, is expected to complete in H1 2019.

News: Shell sells Danish upstream assets to Norwegian Energy in $1.9 billion deal

M&A appetite declines amid global uncertainty

BY Richard Summerfield

As fears of an escalating US-China trade war and uncertainty over Brexit abound, globally, companies’ appetite for M&A has fallen to a four-year low, according to EY’s biannual ‘Global Capital Confidence Barometer’ report.

Forty-six percent of global executives say that they plan to buy other firms in the next 12 months, a 10 percent decline from the previous year, according to EY. A further 46 percent of respondents to a survey of more than 2600 executives across 45 countries also said they saw regulation and geopolitical uncertainty as the biggest risk to dealmaking activity over the next year.

“Geopolitical, trade and tariff uncertainties have finally caused some dealmakers to hit the pause button,” said Steve Krouskos, EY Global Vice Chair, Transaction Advisory Services. “Despite stronger-than-anticipated first-half earnings and the undeniable strategic imperative for deals, we can expect this year to finish with much weaker M&A than how it started. The good news is that companies will likely take the break in action as an opportunity to focus on integrating the many deals undertaken over the past 12 months. This is likely to be just a pause, not a complete stop. Fundamentals and the strategic rationale for deals remain strong, and the appetite to acquire will likely grow toward the second half of 2019.”

The escalation of tension between the US and China has already led to an increase in tariffs, Brexit too could drive a tariff increase, though the outcome of the Brexit negotiations is still unknown, despite the close proximity of the UK’s March 2019 exit date. The outcome of the Brexit negotiations is causing some consternation and is a key focus for those executives surveyed. Forty-one percent of respondents would prefer the UK to enter an Economic Free Trade Agreement similar to Switzerland, while 22 percent would prefer a Free-Trade Agreement model similar to that between the EU and Canada. Five percent of executives globally prefer a second referendum of the UK’s EU membership, and 6 percent would prefer a World Trade Organisation rules-based outcome.

Despite the increased uncertainty and decline in global dealmaking appetites, confidence in the M&A market remains high. Ninety percent of respondents expect the market to improve over the next 12 months. For some companies, the coming year will enable them to focus on integrating the deals they have completed over the last few years.

Indeed, some companies intend to use M&A to overcome the ongoing global instability. Twenty percent of executives noted that they are focusing more on international opportunities, including within the UK, which is the number two M&A destination of choice for executives globally, up from fifth position in the April 2018 survey.

Report: Global Capital Confidence Barometer 19th edition

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