2021年全球并购市场报告.pdf

Global M&A Report 2021 As the world locked down and masked up,M&A endured.Founders Mentality is a registered trademark of Bain&Company,Inc.Copyright 2021 Bain&Company,Inc.All rights reserved.This work is based on secondary market research,analysis of financial information available or provided to Bain&Company,and a range of interviews with industry participants.Bain&Company has not independently verified any such information provided or available to Bain and makes no representation or warranty,express or implied,that such information is accurate or complete.Projected market and financial information,analyses,and conclusions contained herein are based on the information described above and on Bain&Companys judgment,and should not be construed as definitive forecasts or guarantees of future performance or results.The information and analysis herein do not constitute advice of any kind,are not intended to be used for investment purposes,and neither Bain&Company nor any of its subsidiaries or their respective officers,directors,shareholders,employees,or agents accept any responsibility or liability with respect to the use of or reliance on any information or analysis contained in this document.This work is copyright Bain&Company and may not be published,transmitted,broadcast,copied,reproduced,or reprinted in whole or in part without the explicit written permission of Bain&Company.Acknowledgments This report was prepared by Andrei Vorobyov,a leader with Bain&Companys M&A and Divestitures practice;David Harding,an advisory partner at Bain;a team led by Shikha Dassi,practice senior manager with the M&A and Divestitures practice;and an editorial team led by David Diamond.The chapters of this report were written by Bain Partners Joost Spits,Mike Khnel,Jim Wininger,Jorge Rujana,Peter Horsley,Allison Snider,Maria Kurenova,Adam Haller,Jeff Haxer,Ben Siegal,Kai Grass,Vincent Vandierendonck,Yael Mohan,Dan Haas,Pierre de Raismes,Roberto Frazzita,Simon Porter,Henrik Naujoks,David Gunn,Glen Williams,Antonio Rodrigues,Matthias Memminger,Thomas Olsen,John Fildes,Daniel Hong,Andre James,Laurent Colombani,Alex Dahlke,Herbert Blum,Andrew Rodd,Phil Leung,Hyukjin Lee,and Takashi Ohara.The authors wish to thank the following colleagues for their help with this report:Les Baird,Peter Horsley,Phil Leung,and Collen von Eckartsberg,global and regional leaders with the M&A practice;Johanne Dessard and Suzanne Kumar,practice vice presidents;Anna Nowak,practice senior analyst;Anuj Agarwal,senior manager;Charlotte Birkenhager,Joram Kok,Bjorn von Dongen,and Hakan Yilmaz,consultants;Ayush Agarwal and Sidhant Jain,BCN managers;and Mateusz Firlej,information services specialist.Global M&A Report 2021iContents Letter from the Bain M&A Team:How Did You Deal?.pg.1Section 1:State of the Market .pg.3 2020 Year in Review:The Surprising Resilience of M&A.pg.3 Expanding M&A Options for New Capabilities.pg.8Section 2:Hot Topics.pg.13 Rebuilding M&A Capabilities for the PostCovid-19 World.pg.13 Divesting during Covid-19.pg.18 How M&A and Divestitures Helped Asias Conglomerates.pg.21Section 3:Industry Views.pg.23 A Wave of Scope Deals and Portfolio Changes in Consumer Products.pg.23 The Unsurprising Boom in Technology M&A.pg.31 Getting Ready for the Recovery in Healthcare M&A.pg.35 For Retailers,Building Scale Will Be Criticalbut Not Enough.pg.40 Making the Most of Bankings M&A Season .pg.45 Using M&A to Help Insurers Focus on Their Core.pg.48 Private Equity Investors Appetite for Insurance.pg.51 Record Pace for Insurtechs.pg.52Global M&A Report 2021ii How M&A Will Reshape the Asset Management Industry.pg.53 M&A Delivers Powerhouse Players in Payments.pg.55 Using M&A to Evolve Financial Market Infrastructure .pg.57 In Video,Scale M&A Matters More Than Ever.pg.61 2020 Breathes New Life into Telecom M&A.pg.64 Methodology.pg.68 Key contacts in Bains Global M&A and Divestitures practice.pg.70Global M&A Report 20211Letter from the Bain M&A Team:How Did You Deal?Deals got trickier and more critical for growth in 2020.Dear friends,Welcome to the third annual edition of our Global M&A Report.Our mission remains constant:Use our unique position in the M&A world to connect what we see in our clients executive suites with the larger trends happening across the globe.The result,we hope,is to make all of us a little better at the craft of M&A.We were humbled in our efforts to assess all that happened in 2020,and we believe that it will be several years before we fully understand the long-term ramifi cations of a year during which every aspect of the corporate M&A process was disrupted.In this years report,we untangle the jumbled trends,distinguishing between the outcomes that were temporary by-products of the historic moment and those that signify longer-term changes.As in previous crises,companies that were nimble and prepared to quickly adjust seized the oppor-tunities in 2020.A lot of M&A got done last year,more than 28,500 deals,but it was not easy.For example,as almost 70%of our M&A practitioner survey respondents pointed out,doing diligence remotely was particularly diffi cult.How did you,our readers,do it?We saw many of you embrace digital collaboration tools and creatively employ locally stationed talent to get high-quality deals done.Many teams similarly adapted in-fl ight integration programs and successfully transitioned to the virtual working environment.While tech-nology will never fully replace the in-person elements of dealmaking,many of the new virtual ways of working for M&A processes are here to stay.The year 2020 saw the continuation and,in many cases,the hastening of longer-terms trends.Overall M&A was down in 2020.Certainly,the pandemic played a big role in this,but the truth is that M&A appears to have peaked in 2018.One question now is:Will M&A activity accelerate out of this trough as the world recovers?Capability-driven deals have grown over the past fi ve years to 15%of all large deals,a near-sevenfold increase.We think this is in response to the ongoing business model disruptions across several sectors.The crisis in 2020 made it even more expedient for companies to bring in-house critical capabilities in areas such as online delivery,telemedicine,and teleconferencing(to name a few),thereby strength-ening their value proposition.And we note that corporate venture capital activity,another route for companies to acquire capabilities at an early stage,hit a new all-time high in 2020.Other ongoing trends that accelerated include increased regulatory involvement and scrutiny of deals.The superabundance of capital continued to drive high valuations and a favorable deal fi nancing environment.Global M&A Report 20212Corporate divestitures declined more than the overall market,and this was a bit of a surprise to us.In our executive conversations,we kept hearing that optimizing company portfolios was the key to unlocking growth strategies.In retrospect,it was just too hard to carve out assets in 2020.The high valuation levels,however,may make it an opportune time for business leaders to take hard looks at their portfolios and undertake long-pending divestitures in 2021.We should note that a decline in inter-regional M&A was particularly true between the West and Asia-Pacifi c.This long-term shift has roots in regulatory issues such as national security concerns as well as a rethinking of the commercial implications of localized supply chains.Digging deeper,any comprehensive assessment of M&A in 2020 really needs to be performed on an industry-by-industry basis.More so than in the past,the external environment in each particular industry set the boundaries for how much M&A companies could do.Technology,media,and tele-communications all saw strong market capitalization increases,while energy and fi nancial services saw the biggest declines.Because of these large differences in industry performance,much of our report is organized to capture industry-specifi c themes and implications for M&A teams.Looking forward,the executives we talk to are optimistic.They are entering 2021 with an expectation that M&A activity will experience an uptick and become more important for meeting growth goals and for developing new capabilities to compete in an increasingly disruptive environment.That said,the outlook varies greatly by industry,and we expect to see a wide range of M&A theses playing out,from the focus on consolidation and divestitures in the most impacted sectors to a continuing capabilities gold rush in the sectors within which competition is mostly driven by innovation.In that regard,2021 promises to be a very interesting year.We look forward to working with many of you on these profound questions,and we are eager to hear your feedback on all aspects of our report.Thank you for reading,and enjoy.Sincerely,The Bain Global M&A TeamGlobal M&A Report 20213Section 1:State of the Market2020 Year in Review:The Surprising Resilience of M&AStrong second-half recoveryAs the world locked down and masked up,M&A endured.Similar to every other area of business,deal activity was heavily affected by Covid-19.In the earliest months of the pandemic,M&A virtually ground to a halt.Shareholders and management teams shifted their attention to the priorities of just keeping employees safe and businesses running amid a historic disruption that nobody could have predicted.Companies put deals in progress on the shelf or canceled them outright.Lacking both the bandwidth and a clear view of the future,they paused pursuing new deals.During the second half of the year,decision makers began to recognize how the world and consumer preferences were changing and the importance of acting fast to buy the newly critical capabilities that would help their businesses adapt to the changing realities and emerge out of the downturn as winners.Deals on the shelf were put back into action as the future direction of each industry came into clearer focus and as governments pumped stimulus funding,keeping deal fi nancing accessible.Deal value rose by more than 30%in both the third and fourth quarters.In the end,more than 28,500 deals were inked by corporate acquirers in 2020,for a total value of$2.8 trillion.Rapid digitalization has underpinned the M&A recovery by enabling M&A processes to be conducted virtually,even as the world was in lockdown.Until last year,digitalization of the M&A process was a discussion topic for the future.Covid-19 accelerated M&A digitalization,however,by many years.Corporate M&A and private equity(PE)teams found themselves quickly adapting to the world of virtual due diligence,deal closing,and integration.They learned just how much could be done with digital tools.While digital collaboration tools and ways of working replaced many of the traditional methods,M&A practitioners also ran into the limitations of technology in the softer aspects of deal-making,such as relationship building or assessing cultural fi t.Roughly 70%of respondents in our November M&A practitioners survey said that diligence in 2020 was challenging.In terms of overall deal volume and value,the recovery was not enough to compensate fully for the lean fi rst half of the year.Full year 2020 delivered meaningful declines both in value(down 15%)and volume(down 11%)vs.the previous year(see Figure 1.1).By region,the Americas was down 25%,the sharpest regional decline;Asia-Pacifi c and Europe,the Middle East,and Africa ended the year relatively better,with deal value declines of 4%and 6%,respectively.The pandemic has also accelerated the importance of environmental,social,and governance(ESG)considerations.In fact,the year 2020 will be remembered as the one in which ESG assumed a prominent place among M&A criteria,requiring the extension of target screening,the development of new diligence capabilities,as well as the use of new sources of data.Global M&A Report 20214Governments play a growing role in M&AAs we wrote in last years report,regulation has steadily expanded well beyond the traditional mandate of assessing the impact of a deal on market power and consumer benefi t.Regulatory powers have moved into concerns such as national interest,data privacy,and the impact on future competition.In 2020,governments around the world continued to expand their scrutiny of M&A.For example,in May 2020,the German government approved new powers to veto hostile foreign takeover bids for healthcare companies,citing the Covid-19 crisis.The new regulation would apply to non-EU bids for German manufacturers of vaccines,protective equipment,ventilators,medicines,or other supplies.Similarly,the UK government initiated a major upgrade of the takeover law that would allow for extensive scrutiny of cross-border deals in 17 sensitive industries.The extension of government powers and scrutiny is not limited to healthcare,technology,defense,and other sensitive industries.For example,China Mengniu Dairy was forced to withdraw from its plans to buy Lion Dairy,an Australian beverage business,after getting clear indications that the government would oppose the deal.In the US,the Trump administration mandated that TikToks US operations be sold to a US buyer on grounds of national interest,with concerns that user data could be compromised.Figure 1.1:Covid-19 slowed down global deal momentumSource:DealogicGlobal strategic deal value(in trillions of US dollars)Global strategic deal volumeCovid-19Tech bubble,9/11Financialcrisis01999$3.1T3.21.61.21.21.72.53.03.72.92.12.42.42.32.43.03.83.22.93.43.320202.810,00020,00030,00040,00050,000Global M&A Report 20215In France,LVMH attempted to call off its deal with Tiffany when it received a letter from the French foreign ministry requesting LVMH to delay the purchase.The deal is now completed.At the same time,however,Europe is lending regulatory support for domestic M&A in some sectors.Recent statements from the European Commission support further domestic consolidation among telecom providers,and the growing regulatory support across regions is encouraging further domestic banking consolidation.The European regulators also are more open to pan-European deals,which led to announcements such as the Nexi and Nets deal in payments.As the M&A regulatory landscape continues to evolve,M&A practitioners need to keep up with the latest regulations,both locally and in the addressable markets.The extension of government powers and scrutiny is not limited to healthcare,technology,defense,and other sensitive industries.Deals continue to get more localThe rising scrutiny on cross-border deals and ongoing US-China trade tensions have already been slowing down cross-regional trade for a few years now.This trend is decisively accelerated by supply chain concerns exposed by the Covid-19 crisis.Nearly 60%of our survey respondents report that the need to localize supply chains will be a signifi cant factor in evaluating deals going forward.As an indication of the localization,the number of Asian outbound deals into the Americas a