M&A QUARTERLY UPDATE APAC FINANCIAL SERVICES - Q3 2019 - PWC CHINA

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M&A Quarterly Update
APAC Financial Services

Q3 2019
Executive summary

  There were 105 APAC FS related M&A deals in Q3 2019. Whilst                                                Despite global macro uncertainty impacting deal volumes in Q3
  this represents a 5% decrease on the previous quarter1 and 35%                                             2019, capital continues to flow in and out of APAC with 45 cross
  against prior year2, spending per deal has increased.                                                      border deals3. Significant deals include the $3.0bn acquisition of
                                                                                                             Thailand’s SCB Life by Hong Kong insurer FWD as well as the $3.0bn
  Whilst the numbers of deals decreased the amount of spending
                                                                                                             investment from Tokyo Leasing of Japan in Aviation Capital of the USA.
  reached $20.2bn, an increase of 28% on the previous quarter1. This is
  attributed to a strong quarter in Thailand where, amongst other deals,                                     We see a number of encouraging opportunities that continue to open the
  TMB acquired the 6th largest bank, ThanachartBank for $5.2bn.                                              door to cross border APAC FS deals –for example, the further easing of
                                                                                                             foreign investor restrictions in China.

                                                                                                   01          02

                                                                                                   03          04

  Domestic FS M&A represented the backbone of deals with 61 in                                               Fintech has firmly established itself as a key sector and attractive
  Q3 2019, a decrease of 5% from Q2 2019. China was at the heart                                             M&A target with 23 deals in Q3 2019. This was the second largest
  of domestic M&A –an example being Shanghai listed Harbin High-                                             sector within FS for the quarter –ahead of insurance (19 deals)
  Tech’s $1.5bn acquisition of the trading platform Xiangcai Securities.                                     and asset management (18 deals).

  Ongoing reforms are anticipated which are likely to lead to further                                        Australia’s CBA made the largest Fintech investment in the quarter
  domestic deals. In Japan we expect the recent merger of Fukuoka and                                        with a $460m deal for a share of Sweden’s Klarna Bank whilst a
  Eighteenth Bank to be the start of regional bank consolidation and see                                     consortium including China’s Tencent and DST Global was not far
  similar trends in Australia, China, Philippines and Indonesia.                                             behind with a $400m investment in Brazilian challenger bank, Nubank.

Notes: 1) Q2 2019; 2) Q3 2018; 3) Cross border deals defined as APAC inbound, APAC outbound and intra APAC

M&A Quarterly Update                                                                                                                                                        October 2019
PwC                                                                                                                                                                                   2
APAC FS M&A Trends
 105 FS M&A deals in Q3 with $20.2bn of spending..                                                                             China drives deal count with large deals in Thailand…
                                        4                                                                                                                                                      5
 Deal count v total size                                                                                                       Deal count and total size by country
 QoQ, $’million and # of                                                                                                       Q3-19, $'million and # of

                           $24,193m                                                                                                38         21         20         8          6          4          3         2          2         1          1
    $20,523m                                       $20,315m                                       $20,219m
                                                                           $15,832m
                                                                                                                                                                                     $8,278m

                                                                                                                                $4,529m              $4,402m
        163
                                147
                                                        114                    111                     105
                                                                                                                                           $947m                 $954m                                       $879m
                                                                                                                                                                           $128m                   $7m                 $46m      $39m       $10m
                                                                                                                                                                                                         6
        Q3                     Q4                      Q1                      Q2                     Q3                          CHN        AUS        JPN       KOR        SGP        THA        Others VNM          PPN        MLY          IDN
       FY18                   FY18                    FY19                    FY19                   FY19

 Fintech deal making ranks second amongst FS sectors…                                                                          Smaller deals formed the backbone of deal making in APAC…

 Deal count by sub-sector                                                                                                      Deal count by size of deal
 QoQ, # of                                                                                                                     QoQ, # of
                      163                                                                                                                             163
                                            147                                                                                                                            147
      Fintech
             7                                                                                                                   Undisclosed
       Other                                                    114                  111                                                                                                       114                 111
                                                                                                          105                     $500m+                                                                                                105
   Insurance
                                                                                                                             $100m-$500m
Asset m’ment
M&A trends
    APAC continues to see cross-border deal flow…                                                                                Strategic investment has increased to typical levels…
                       8
    Deal count by capital flow                                                                                                   Distribution of strategic/ financial investment
    QoQ, # of                                                                                                                    QoQ, % of
                   167
                                         150
   Inbound9                                                                                                                      Financial                             29%                   28%
                                                                                                                                                  32%                                                                                  31%
 Outbound9                                                     114                    116                                                                                                                         42%
                                                                                                            106
Intra-APAC

                                                                                                                                 Strategic        68%                  71%                   72%                                       69%
  Domestic                                                                                                                                                                                                        58%

                  Q3                     Q4                    Q1                    Q2                    Q3                                     Q3                    Q4                   Q1                   Q2                    Q3
                 FY18                   FY18                  FY19                  FY19                  FY19                                   FY18                  FY18                 FY19                 FY19                  FY19

    Notes: 8) Deal counts may vary from deal counts in data on page 3. Deals are classified by the target location however a small number of deals contain multiple bidders with capital flowing from both domestic, intra-APAC and/or APAC inbound
    markets. Hence, one deal may be classified up to 3 times for the purpose of this chart; 9) Inbound to and outbound from APAC countries

    M&A Quarterly Update                                                                                                                                                                                                            October 2019
    PwC                                                                                                                                                                                                                                           4
APAC M&A trends
                # of deals      Size of deals
                QoQ change      QoQ change          Key trends

                        (2)
                          21     $(102)m
                                   $947m             •   AMP plans to merge its banking and wealth divisions to cut costs while targeting the HNW investor segment. At the
                       -67%
                        -16%      -99%
                                    -34%                 same time AMP was expected to begin a sales process for its New Zealand business in October 2019, however the
                                                         process is thought to have been delayed until January 2020.
Australia
                 Deal outlook                        •   Australia has become a more attractive destination for fintech companies seeking an IPO with smaller ticket sizes,
                                                         especially those from the U.S. A recent listing is the Irish fintech company Fineos raising $143m from its IPO with a
                  L                             H        market capitalization of around $476m in August 2019.
                                                     •   Westpac is rumored to be considering the sale of its life insurance business. It would be the last of the big 4
                                                         Australian banks to sell down its life business, and is likely to attract foreign and domestic interest.
                        0         $264m              •   The consolidation in the pension / superannuation sector continues. Hostplus, a superannuation fund managing
                        0%        +N/A%                  $28.5b assets, and Club Super managing $408m in retirement savings have agreed to merge into a single $29b
                                                         super fund by November 2019.

                         38       $4,529m            •   China’s State Administration of Foreign Exchange (SAFE) has announced that it would remove the investment
                       -17%        -21%                  quota limitations on two inbound investment schemes, namely the Qualified Foreign Institutional Investor (QFII)
                                                         program and the Renminbi Qualified Foreign Institutional Investor (RQFII) program, as an effort to further open its
  China
                 Deal outlook                            financial market to the global investors.
                                                     •   On 8 October, Hong Kong Insurance Authority granted its first virtual general insurance license to Avo Insurance as
                  L                             H        an attempt to encourage wider use of technology by Hong Kong’s insurers. The new license will allow the company
                                                         to sell a range of related products including property, travel, fire and car insurance online directly.
                                                     •   Despite the recent unrest in Hong Kong, investors retain faith in Hong Kong capital market evidenced by the listing
                                                         of Budweiser Brewing Company APAC which raised $4.8b in its initial public offering, representing the second-
                                                         largest offering worldwide in 2019.

                         1           $10m            •   Insurance businesses are exploring affinity partnerships with online platforms. An example of such collaborations
                       -86%         -100%                include investment from Allianz Digital into the Google and Tencent backed Go-Jek – the idea being to increase
                                                         customer touchpoints to insurance products and expand services for Go-Jek customers.
Indonesia
                 Deal outlook                        •   Indonesia’s OJK is looking to ease bank merger rules to encourage consolidation. The regulator is drafting new
                                                         legislation to issue later this year that will ease restrictions on investors owning more than one business.
                  L                             H    •   OCBC has shown interest in the ~$1.9b stakes owned by Standard Chartered and Astra in Bank Permata. OCBC
                                                         already owns Bank OCBC and, under current regulation, may have to merge the two under Indonesia’s single-
                                                         presence rule.

M&A Quarterly Update                                                                                                                                                       October 2019
PwC                                                                                                                                                                                  5
APAC M&A trends
                # of deals      Size of deals
                QoQ change      QoQ change          Key trends

                        (2)
                         20      $(102)m
                                  $4,402m            •   Japan's FTC have finally approved the merger of Fukuoka and Eighteenth Bank. There were concerns over the
                       -67%
                       +100%      -99%
                                   +268%                 monopoly the newly-created bank would have in the Nagasaki prefecture, however, the banks sold $905m worth of
                                                         loans to satisfy the FTC. This merger could be the first in a number of potential regional bank mergers as loan
  Japan
                 Deal outlook                            demand remains weak, competition intensifies and negative interest rates persist.
                                                     •   Tokyo Century Corp have announced they will turn Aviation Capital Group into a wholly owned subsidiary and
                  L                             H        purchase the remaining 75.5% for $3b. Tokyo century initially acquired 20% in 2017 and has since increased its
                                                         ownership to 24.5%. This continues the trend of Japanese companies looking externally for growth opportunities.
                                                     •   Tokio Marine has agreed to buy US insurance group Pure Group for $3.1b, evidence that Japanese insurers
                        0         $264m                  continue to look offshore to find growth opportunities amidst a stagnant domestic market.
                        0%        +N/A%
                                                     •   Sumitomo Life Insurance Co. has purchased a stake of about 25% in Singapore Life for $90m in a drive to capitalize
                                                         on the fintech startup’s long-term growth.

                         8         $954m             •   Financial institutions continue to look for expansion opportunities in SE Asia, as evidenced by Hana Bank acquiring
                       -38%         -65%                 15% stake in a Vietnamese bank. Various financial institutions are also looking to enter Myanmar, applying for
South Korea                                              licenses for operation including credit card, micro-finance and commercial banking.
                 Deal outlook                        •   Inbound or domestic deal activities is expecting to be low in the second half of 2019, with limited available targets,
                                                         such as ABL Life and Dongyang Life, available on the market.
                  L                             H
                                                     •   Government continues to promote fintech, with virtualization policies expected to expand into other areas such as
                                                         asset management, insurace sales, etc. The 3rd and 4th internet bank license were being promoted to strengthen
                                                         the banking industry's competitiveness, with Kiwoom Bank and Toss Bank expecting to re-submit their application,
                                                         despite the profitability of internet banks remains a concern.

                         1          $39m             •   In August, Bank Negara Malaysia (“BNM”), the Malaysian central bank, opened virtual banking license application;
                       +N/A%       +N/A%                 however, the number of licenses was not disclosed. To date more than 10 parties have signalled their interest,
                                                         including Grab, and at least four banks CIMB Group Holdings, Affin Bank, Hong Leong Bank and AMMB Holdings.
Malaysia
                 Deal outlook                        •   AmGeneral Insurance and AMMB Holdings, and Allianz Malaysia, a Malaysian insurer, have ended their merger
                                                         talks. One of the reasons to end the talks was over concerns by BNM that the combined market share of the two
                  L                             H        entities would create a monopoly in the market.
                                                     •   To deepen its focus on small and medium enterprises and consumer banking moving forward, Alliance Bank
                                                         Malaysia was looking for an outright sale or reducing its stake in Alliance Investment Bank, which has received sign
                                                         of interest from four parties including Kenanga Investment Bank.

M&A Quarterly Update                                                                                                                                                     October 2019
PwC                                                                                                                                                                                6
APAC M&A trends
                # of deals      Size of deals
                QoQ change      QoQ change          Key trends

                        (2)2     $(102)m
                                    $46m             •   M&A activities were seen in the rural banking sector. Union Bank of the Philippines announced plans to acquire two
                       -67%
                       +N/A%      -99%
                                   +N/A%                 rural banks in Luzon and Visayas, to expand their rural banking presence. Producers Savings Bank Corp completed
                                                         mergers with seven other rural lenders to heed the call of BSP for mergers and consolidation in the industry.
Philippines
                 Deal outlook                        •   In Sept 2019, Singapore-based insurtech company, Axinan, has entered the Philippines market via a strategic
                                                         partnership with non-life insurer Mercantile Insurance Co. The partnership is one of the first in the Philippines
                  L                             H        between a non-life and an insurtech player. The two firms will introduce a smartphone insurance product leveraging
                                                         Axinan's proprietary technology and Mercantile's niche non-life insurance expertise.
                                                     •   Bank of China Manila was designated as the clearing bank for renminbi-denominated transactions in the Philippines
                        0                                after an agreement signed on Sept 18. It is expected that this will help local banks provide clients with services in
                        0%                               entering the Chinese financial market, increase RMB assets or diversify investment portfolios.

                         6         $128m             •   5 new digital banking licenses, 2 full and 3 wholesale licenses, will be issued by the end Q2 2020. We expect non-
                       -63%         -87%                 financial service companies, notably technology companies, to form partnerships with domestic companies and
                                                         compete with traditional banking players.
Singapore
                 Deal outlook                        •   In the insurance space, a number of deals are driven by distribution channel expansion. Insurance companies are
                                                         acquiring and partnering up with insurance distributors and wealth managers to expand their market share.
                  L                             H
                                                     •   Singapore Life, a Singapore based insurtech startup, has completed a number of funding rounds in 2019. Notably,
                                                         they received a $90m funding from Sumitomo Life Insurance in Q3. The startup space will continue to be active with
                                                         Singapore being the fintech hub of South-east Asia.
                                                     •   Aviva, with its regional headquarters in Singapore, is reviewing the future of its Asian operations which include
                                                         subsidiaries in China, India, Singapore, Vietnam, Hong Kong and Indonesia.

                         4         $8,278m           •   Traditional banks are strengthening their capabilities through mergers and acquisitions amid intense competition
                       +N/A%        +N/A%                with their counterparts and other tech companies providing mobile payment services. Siam Commercial Bank has
Thailand                                                 invested in Indonesian ride-hailing startup Go-Jek to expand its digital finance business, whilst Kiatnakin Bank is
                 Deal outlook                            looking to expand its wealth management business through a merger.
                                                     •   Prudential’s Eastspring Investments has agreed to acquire 50.1 per cent of Thanachart Fund. Following the
                  L                             H        acquisition, Thanachart's customers will have access to Eastspring'sinvestment solutions. However, completion of
                                                         the deal is conditional on acquisition of Thanachart Bank by TMB Bank.
                                                     •   Southeast Group, a holding company controlled by TCC Group, has struck a deal to amalgamate with Thai
                                                         Insurance Plc. The deal is expected to create economies of scale, and diversify the Group’s businesses to meet
                                                         their customers' needs.

M&A Quarterly Update                                                                                                                                                    October 2019
PwC                                                                                                                                                                               7
APAC M&A trends
                    # of deals               Size of deals
                    QoQ change               QoQ change                  Key trends

                             2                   $879m                    •   Q3 was an active quarter in the insurance market with BNP Paribas Cardif likely to announce the $400m sale of its
                           +100%                +17,480%                      stake in its insurance JV with Vietcombank to FWD as well as a new bancassurance distribution agreement.
                                                                          •   Bank for Investment and Development of Vietnam (“BIDV”) is also exploring selling its stake in a life insurance JV
 Vietnam             Deal outlook                                             with MetLife. Suggesting, like Vietcombank, the bancassurance partner could change.
                                                                          •   Aviva is undertaking a strategic review of its Asian business, which may include a divestment of their Vietnamese
                       L                                      H
                                                                              operations. It is rumored a formal process is underway.
                                                                          •   In the banking sector, South Korea's Hana Bank is set to buy 15% stake in Vietnam's BIDV for around $850m and
                                                                              Vietnam’s Military Commercial Joint Stock Bank is seeking to sell a 7.5% stake to one or more foreign investors this
                                                                              year.

                             3                      $7m
 Others10
                           -25%                    -85%                   This quarter we focus on Myanmar…
                                                                          •   Myanmar’s FS industry is opening up to foreign players and is attracting inbound investment. Five foreign, wholly
  Other              Deal outlook                                             owned life insurance businesses are expected to launch their operations towards the end of 2019 and six other
  APAC                                                                        foreign insurers, notably Japanese insurers, have been permitted to enter the market via local partnerships.
countries              L                                      H
                                                                          •   The Central Bank of Myanmar ("CBM") have announced foreign banks can increase their ownership in domestic
                                                                              private banks to 35%. The CBM have appointed an external consultant to assist in the selection of foreign banks for
                                                                              further liberalisation of the banking sector.
                                                                          •   Foreign banks and non-bank FIs are entering the market through investment and strategic partnership. The top 5
                                                                              banks currently hold c.80% market share, many have entered into strategic partnerships with foreign banks to upskill
                                                                              and expand their reach in SE Asia to better service their existing customer base.

Notes: 10) Other countries include Cambodia, Myanmar, Laos and Taiwan;

M&A Quarterly Update                                                                                                                                                                       October 2019
PwC                                                                                                                                                                                                  8
Data compilation methodology and disclaimer

          Source       •   The data presented is based on information compiled by Mergermarket, Capital IQ and PwC analysis unless stated otherwise

         Deal
                       •   Announced deals were used in the analysis. Some announced deals might not go on to complete
     announcement

                       •   The deal volume figures presented in this report refer to the number of deals announced, whether or not a value is disclosed for
       Deal volume
                           the deal

                       •   The deal value figures presented in this report refer only to those deals where a value has been disclosed, and the value is
        Deal value
                           based on the historical consideration in $.

                       •   Inbound acquisitions are defined as a non-APAC bidder acquiring an APAC target.
                       •   Intra-Asia acquisitions are defined as an APAC bidder acquiring an APAC target that is not a domestic acquisition.
         Regions
                       •   Outbound acquisitions are defined as an APAC bidder acquiring a non-APAC target.
                       •   Domestic acquisitions are defined as an APAC bidder acquiring a target in the same country as the bidder.

                       •   FS Sectors includes Banking, Fund Management, Insurance related, investment banking, Principal finance, rental and leasing,
          Sectors          securities and commodities brokers and Venture Capital/Private Equity, in which the dominant sector related to the deal are
                           presented, namely Asset Management, Banking, Insurance or Others.

                       •   Geography on a transaction is defined by the dominant geography of the Target or Bidder. The dominant geography is the
        Geography
                           location of the headquarters of the underlying company. Either the Target or Bidder in APAC is counted inside the presentation.

M&A Quarterly Update                                                                                                                                October 2019
PwC                                                                                                                                                            9
Contacts

                       Authors                                        Country contacts

 Matthew Phillips                     Iain Tan                                  Chris ST Chan
 Asia FS M&A Leader & China FS Lead   Partner - Australia                       China / HK FS M&A Leader
 E: matthew.phillips@hk.pwc.com       E: iain.tan@au.pwc.com                    E: chris.st.chan@hk.pwc.com

                                      Eric Darmawan                             Masaya Kato
 Thomas Crasti                        FS Deals Partner - Indonesia              Japan Deals Lead
 China FS Deals                       E: eric.darmawan@id.pwc.com               E: masaya.kato@pwc.com
 E: thomas.m.crasti@hk.pwc.com
                                      Joo-Cheol Lee                             Chi Win Liew
                                      Korea FS Deals                            Malaysia Deals Lead
 George Roux                          E: joo-cheol.fas.lee@pwc.com              E: chi.min.liew@my.pwc.com
 Hong Kong FS Deals
                                      Mary Jade T. Roxas                        Kok Weng Sam
 E: george.roux@hk.pwc.com
                                      Deals Leader Philippines                  FS Deals Leader - Singapore
                                      E: jade.roxas@ph.pwc.com                  E: kok.weng.sam@sg.pwc.com
 May Chen
 Hong Kong FS Deals                   Phuwin Norchoovech                        Nguyen Luong Hien
 E: may.f.chen@hk.pwc.com             Thailand Deals Lead                       Vietnam Deals Lead
                                      E: phuwin.norchoovech@th.pwc.com          E: nguyen.luong.hien@vn.pwc.com

                                      Janeshwar Teja Pachigolla
                                      Myanmar Deals Lead
                                      E: janeshwar.pachigolla@sg.pwc.com

M&A Quarterly Update                                                                                              October 2019
PwC                                                                                                                        10
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