M&A Radar 2020: Ukraine - March 2021 - KPMG in Ukraine kpmg.ua - assets.kpmg

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M&A Radar 2020: Ukraine - March 2021 - KPMG in Ukraine kpmg.ua - assets.kpmg
M&A Radar
2020: Ukraine
March 2021

KPMG in Ukraine

kpmg.ua
M&A Radar 2020: Ukraine - March 2021 - KPMG in Ukraine kpmg.ua - assets.kpmg
2   M&A Radar 2020: Ukraine                                                                                                                                                                                              M&A Radar 2020: Ukraine   3

Contents                                                                                                          Introduction
                                                                                                                  2020: a year quite unlike any other
                                                                                                                  When we launched the 2019 edition of the Ukrainian M&A                In the face of new waves and variants of COVID-19, the
                                                                                                                  Radar, few could have predicted the profound impact                   approval of several vaccines and the rollout of vaccination
                                                                                                                  COVID-19 would have on the global population, the world               programmes around the world, including in Ukraine, raises
                                                                                                                  economy or our daily lives in the year ahead.                         hopes that we may see a turning point in both the pandemic
                                                                                                                                                                                        and its economic impact in 2021.
                                                                                                                  With over 100 countries in full or partial lockdown by the
                                                                                                                  end of March 2020, most economies around the world                    Investor confidence in Ukraine will to some extent depend
                                                                                                                  slid into recession despite governments and international             on how Ukraine resolves ongoing issues, such as the
                                                                                                                  financial institutions injecting billions of dollars to tackle the    dispute with the Constitutional Court of Ukraine, the
Introduction                  Overview      2020 in review    Cross-border                                        pandemic.                                                             Ukrainian government’s near USD1 billion debt to RES
                                                             M&A Dynamics                                         Beyond the economic impact, the pandemic has ushered
                                                                                                                                                                                        producers, and protracted negotiations with the IMF over
                                                                                                                                                                                        the Stand-By Arrangement. These are the most immediate
                                                                                                                  in long-lasting changes to our lives. Global digital
                                                                                                                                                                                        concerns affecting confidence and investors will be
                                                                                                                  transformation has accelerated for businesses, consumers
                                                                                                                                                                                        watching to how they are handled in the months ahead.
                                                                                                                  and individuals alike; remote and hybrid working has

       3                        4                 6                    9
                                                                                                                  become the norm rather than the exception. Video calls for            Despite these headwinds, Ukraine and the United Arab
                                                                                                                  work and socialising, together with e-commerce, are now               Emirates signed investment memoranda worth USD3
                                                                                                                  a mainstay of our lives. Such effects will continue to drive          billion in February 2021. Such a statement of intent will not
                                                                                                                  M&A as an agent for change.                                           have gone unnoticed by others eying Ukraine's investment
                                                                                                                                                                                        potential. There are reasons, therefore, to be cautiously
                                                                                                                  Lockdown saw a sharp decline in human activity, leading
                                                                                                                                                                                        optimistic about the outlook for Ukrainian M&A and wider
                                                                                                                  to a global awakening to the negative impact mankind can
                                                                                                                                                                                        investment in the country in the coming year.
                                                                                                                  have on our planet. This propelled environmental, social,
                                                                                                                  and corporate governance (ESG) issues up the political and            We hope you will find the 2020 edition of the Ukrainian
                                                                                                                  corporate agenda, putting them prominently into focus for a           M&A Radar both insightful and thought provoking.
                                                                                                                  wider pool of investors.

                                                                                                                                                                  Peter Latos
              2021 оutlook          Sector activity    Appendix
                                                                                                                                                                             Partner,
                                                                                                                                                                  Head of Consulting
                                                                                                                                                                   and Deal Advisory
                                                                                                                                                                    KPMG in Ukraine

                       12                18              33

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4   M&A Radar 2020: Ukraine                                                                                                                                                                                                                                                  M&A Radar 2020: Ukraine     5

Overview
                                                                                                                                                        The reluctance of investors to commit capital as a result of
                  15%                                 62%                                    44%                                                        the pandemic was evidenced by the small number of deals

      69                              $925 m                                  $28 m                                         4.4%                        exceeding USD100million in value during 2020.

      Deal volume                     Deal value                         Average transaction value                          GDP
                                                                                                                                                        Ten largest Ukrainian M&A deals in 2020

                                                                  Ukrainian M&A (2013 – 2020)                                                            No.          Target                            Sector            Acquirer                    Vendor                              %     Value,
The economic impact of the COVID-19                                                                                                                                                                                                                                                acquired     USDm
pandemic ended three consecutive years of                         2013                                              3,319       500            109      1             TIS Container                     Transport and     DP World PLC                TIS.UA                            51%        130
growth in Ukrainian M&A.
                                                                                                                                                                      Terminal, LLC                     infrastructure
                                                                  2014         994                     1,588 36
                                                                                                                                                         2            Eurozhytlogroup                   Real estate and   Dragon Capital              Not disclosed                    100%         110
According to the National Bank of Ukraine (NBU), real GDP                                                                                                                                               construction
fell by 4.4 percent in 2020, compared with a forecast of 3.5      2015         1,011                      48
percent growth at the end of 2019.                                                                                                                       3            Khmelnytsk-                       Agriculture       Epicentr K                  Svarog West Group               96.7%        100
                                                                                                                                                                      Agro
                                                                  2016       785                               55
This was the largest decline in the Ukrainian economy
since the 2013 – 2014 Revolution of Dignity. Considering                                                                                                 4            BILLA                             Consumer          UAB Consul Trade            REWE International AG            100%         70
the strong correlation between the real economy and               2017          987                                   67                                              Ukraine Ltd.                      markets           House
corporate transactions, it comes as no surprise that the
value of Ukrainian M&A also experienced a swift and abrupt                                                                                               5            Kaskad-Agro                       Agriculture       Agartha Fund LP;            Vitalii Khomutynnyk -            100%         70
                                                                  2018         1,109        714                               81                                      Agricultural                                        Alexandre Garese -          private investor
downturn in 2020, falling by 62 percent to USD 0.9 billion.
                                                                                                                                                                      Holding                                             private investor
The volume of activity fell back toward the level of 2017; with
                                                                  2019                    1,686       734                    81                          6            Volia-Cable                       Innovations and   Datagroup; Mykhailo         Kyiv Telecommunication           100%         68
only 69 transactions announced during 2020, reflecting a 15
percent decline on the prior year.                                                                                                                                                                      technology        Shelemba - private          Networks; Telesvit
                                                                  2020         925
                                                                                                                                                                                                                          investor; Horizon Capital
The decline in the value of Ukrainian M&A was partly                                                                   69
attributable to the lower level of transparency. Deal                                                                                                    7            Restream service                  Innovations and   Sapphire Ventures,          Not disclosed                      Not        50
values were disclosed in only 48 percent of transactions             Deal value (excl.            Significant deals                                                                                     techno­logy       Insight Partners and                                     disclosed
announced in 2020, significantly below the level of                  significant deals)           (>USD500m)                                                                                                              other investors
transparency of more mature markets.
                                                                     Deal volume                                                                         8            Dnipro Hotel                      Real estate and   Smartland                   State Property Fund              100%         41
                                                                                                                                                                                                        construction
At the same time, the average transaction value fell to
USD28 million. This was attributable to a combination of the                                                                                             9            JKX Oil&Gas                       Oil and gas       Bridgewater Holdings        Not disclosed                  19.97%         30
reluctance amongst some investors to commit capital during                                                                                                                                                                Corp
the pandemic, the inability of some to raise finance during
this period, and non-distressed sellers preferring to delay                                                                                             10            EVERI Ltd.                        Transport and     Glencore Agriculture        OREXIM Group of                  100%         25
deals in anticipation of achieving higher price multiples.                                                                                                                                              infrastructure    Limited                     Companies

                                                                                                                                                                                                                                                                            Combined total         694

                                                                                                                                                                                                                                                            As % of total Ukrainian M&A           75%

                                                                                                                                                                   Inbound

                                                                                                                                                                   Domestic

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6   M&A Radar 2020: Ukraine                                                                                                                                                                                                                            M&A Radar 2020: Ukraine   7

2020 in review
                                                                 Consumer spending 2020, YoY                                                                                                                          The NBU should also take credit for the success of its
The economic slowdown induced by the                                                                                                             Ukrainian M&A activity started to gather                             monetary policy. Despite pricing pressures building during
                                                                                12.5%                                                                                                                                 H2 2020 as a result of the pandemic, higher import prices
pandemic influenced some investors to adopt                                                                                                      momentum in the summer and was at full-
                                                                                                                                                                                                                      as the Hryvnia depreciated, and the need for the Ukrainian
a more cautious approach to evaluating and                                                                   8.4%                                speed in Q4, with a little under two-thirds of                       government to raise gas utility prices as part of the IMF
negotiating deals in 2020.                                                                       1.4%
                                                                                                                                                 deals announced in H2 2020.                                          agreement, inflation remained under control; rising from
                                                                                                                                                                                                                      4.1 percent to 5.0 percent over the course of 2020. As
                                                                                                                                                 This was partially attributed to easing of Ukraine’s previously      a result, the NBU was able to slash its policy rate from
A total of 27 deals worth USD456 million were announced                                                                                          severe lockdown, similar to relaxation seen in other European        13.5 percent in January to 6.0 percent by June 2020, where
during H1 2020; reflecting a 40% drop in deal volume and                          Q1      Q2       Q3         Q4
                                                                                                                                                 states, and partially due to optimism generated by the               it stayed for the remainder of the year.
47 drop in deal value compared to H1 2019, and the lowest                                                                                        announcement of agreement of a revised International                 The easing of lockdown restrictions and improving economic
mid-year totals since H1 2015.                                                                                                                   Monetary Fund (IMF) ‘Stand-By Arrangement’ (SBA) intended            climate in H2 2020 helped to fuel the recovery in Ukrainian
Ukrainian M&A started slowly in 2020 and was further                                                                                             to advance Ukraine a USD5 billion loan for an 18-month period.       M&A activity, with August really being the turning point as six
depressed by the lockdown which started in March. This                                                                                           The Ukrainian government took further steps to support the real      deals were announced worth a combined USD125 million.
more measured approach to deal-making saw the volume                                                                                             economy and strengthen the country’s macro-financial stability
of deals announced and completed during the year fall to                                 14.9%
                                                                                                                                                 by cutting the prime rate, a move supported by the National Bank
74 percent, down from 88 percent in 2019, with a handful                                                                                         of Ukraine (NBU) and the European Bank for Reconstruction and        Recovery continued in Q4 2020 with 26 deals
of deals announced during 2020 actually cancelled; the first     2020 was a rollercoaster ride for the wider consumer sector.
                                                                                                                                                 Development (EBRD) agreeing on a USD500 million FX swap.             announced worth a total value of USD187
cases since 2017.                                                The first lockdown and stagnation of nominal wage growth                                                                                             million, making this the most active quarter for
                                                                 saw consumer spending fall 14.9 percent year-on-year (YoY)                      Furthermore, with over USD1 billion invested during 2020,
In April 2020, Regal Petroleum announced that its USD39
                                                                 in Q2, compared to growth of 12.5 percent YoY in Q1.                            Ukraine was the third-largest recipient of EBRD funds after          Ukrainian deal-making since 2014.
million deal to acquire Ukrnaftinvest had lapsed and in June                                                                                     Turkey and Egypt.
2020 Dragon Capital terminated its proposed acquisition of       Easing of lockdown restrictions helped consumer spending
Idea Bank. Dragon Capital explicitly stated that its decision    recover in Q3 with YoY growth of 1.4 percent, although the                      The most sizeable EBRD contributions were to projects                However, economic headwinds were already building
was largely due to the economic crisis caused by the spread of   full effect of this spending (combined with the resumption                      related to the transport and infrastructure sector, including:       before a second wave of COVID-19 forced renewed global
COVID-19, both in Ukraine and around the world, significantly    of low double-digit nominal wage growth, pent up demand                                                                                              lockdowns as 2020 came to a close.
affecting the potential risks associated with the acquisition.   and the forthcoming holiday season) was really only evident                                                                                          Issues around further IMF SBA tranche payments were

                                                                                                                                                                                                  €450m
                                                                 in Q4; which recorded 8.4 percent YoY growth.                                                                                                        compounded by the October decision of the Constitutional
Although most market participants focused on preserving
operations in order to emerge intact from the pandemic,          The pandemic has undoubtedly led to structural changes in                                                                                            Court of Ukraine to rule many of the 2014 anti-corruption
some seized the chance to make opportunistic acquisitions.       consumer spending behaviour and accelerated demand for                                                                                               reforms unconstitutional. This decision had significant
Others continued to complete transactions that had been          e-commerce across many categories; something companies                                                         To support Ukravtodor's renovation    consequences and resulted in hesitance from the IMF to
long in the making regardless of the pandemic, driven by the     like the MAKEUP Group will be eager to capitalise on.                                                          of existing roads and construction    fulfil its second SBA payment to Ukraine.
long-term fundamentals of the target companies.                                                                                                                                 of a bypass near Lviv to provide
                                                                 Traditional brick-and-mortar retailers will have to evolve                                                                                           The additional failure of the Ukrainian government to meet
                                                                                                                                                                                better access to the Trans-European
                                                                 their business models to meet the challenges these                                                                                                   Ukrenergo’s near USD1 billion obligation to RES producers
                                                                                                                                                                                Transport Network
                                                                 changes present. Novus supermarket, owned by Lithuania’s                                                                                             (as the guaranteed buyer under laws it enacted in July 2020)
         Deals announced & completed
                                                                 BT Invest, virtually doubled its footprint through the                                                                                               also raised concerns that reinforced the IMF's doubts about
                                                                                                                                                                                                                      Ukraine's political will to implement suggested changes.

         74%                           88%                                                                                                                                                           €63m
                                                                 USD70 million acquisition of Billa-Ukraine’s portfolio of 35
                                                                 supermarkets. Meanwhile, the home improvement retailer                                                                                               This inability to meet IMF targets for reform has raised
                                                                 Epicentr K is not wasting any time; in their USD1.2 billion                                                                                          questions over when, or even if, there will be a second
         2020                          2019                      investment programme announced in January 2021, the                                                                                                  payment. The contagion of these events has inevitably led
                                                                 retailer unveiled plans to develop their online offering and                                                   To enable Ukrposhta, the state
                                                                                                                                                                                postal service, to push ahead with    to a slow start for Ukrainian M&A in 2021, with only six
                                                                 build logistics fulfillment centres.                                                                                                                 deals announced by mid-February 2021.
                                                                                                                                                                                much needed upgrades to logistics
In May 2020, as the market began to accept the inevitable
                                                                                                                                                                                infrastructure and expand the rural   These deals included airSlate, a Ukrainian technology
period of turbulence ahead, the Belgian industrial minerals
                                                                                                                                                                                reach of its operating fleet          company specialising in process automation and document
group Sibelco acquired Ukrainian clay mining companies
Euromineral and Kurdyumovsky Acid Resistant Products                                                                                                                                                                  management solutions, closing a USD40 million round
Plant. Horizon Capital’s Emerging Europe Growth Fund also                                                                                                                                                             of investment from Morgan Stanley Expansion Capital,

                                                                                                                                                                                                        400
acquired a significant minority stake in the MAKEUP Group;                                                                                                                                                            General Catalyst, and HighSage Ventures.
a fast-growing leader in e-commerce and beauty.                                                                                                                                                                       Meanwhile, Qatari NEBRAS group invested in six Ukrainian
                                                                                                                                                                                                                      wind farms and two solar power plants, and OKKO announced
                                                                                                                                                                                Purchase of 400 energy efficient      acquisition of Kherson crude oil transshipment terminal.
                                                                                                                                                                                trolleybus to replace ageing fleets
                                                                                                                                                                                in 12 Ukrainian cities
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8   M&A Radar 2020: Ukraine                                                                                                                                                                     M&A Radar 2020: Ukraine   9

While a number of M&A trends can be traced
back to late 2019; the pandemic, changing
consumer behaviour and concerns regarding
supply security have accelerated changes that
were already underway.

                               Digitisation:                                               E-commerce:
                               with digital transformation a                               online retail and remote

                                                                                                                                                 Cross-border
                               key strategic goal for most                                 services have been able to
                               businesses, the providers                                   take advantage of the decline
                               of new technologies are                                     in more traditional consumer
themselves targets for acquisition. Ukraine’s IT sector has     segments resulting from quarantine measures, as well as
always been highly regarded and is getting stronger with        the rapid shift to remote working. Online delivery services

                                                                                                                                                 M&A Dynamics
every passing year.                                             in particular have seen a boom in demand during the
                                                                pandemic for obvious reasons.
According to the State Statistics Service of Ukraine, exports
of computer services increased to USD2.1 billion in the first   In Ukraine, local delivery service Glovo reported growth of
nine months of 2020, reflecting YoY growth of 15 percent.       40 to 50 percent ahead of budget, helping the company to
This growth helped propel Ukrainian M&A in the innovation       achieve breakeven despite investing millions of euros into
and technology sector to USD184 million in 2020.                developing its services.
Deals included Restream’s USD50 million funding round                                      Changes in supply chains:
led by Sapphire Ventures and Insight Partners, after the                                   lockdowns in China and other
multiplatform live-streaming company announced 300                                         parts of Asia during Q4 2019
percent growth in the number of monthly views for the first                                caused widespread disruption
seven months of 2020.                                                                      to global supply chains, leading
                                                                some companies to reassess their dependence on the
                                                                region and look for alternative sources of supply. Pent-
                                                                up demand and trade growth accelerated the process of
                                                                launching new delivery routes, such as a twice-weekly rail
                                                                freight service connecting European and Asian destinations
                                                                via the Baltic-Black Sea transport corridor and Baltic-Black
                                                                Sea transport corridor connecting the Black Sea and the
                                                                Baltic.
                                                                This, combined with Ukraine opening up its infrastructure
                                                                to public private partnerships (PPP), saw USD164 million of
                                                                deals announced in the transport and infrastructure sector.

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10   M&A Radar 2020: Ukraine                                                                                                                                                                                                                                                         M&A Radar 2020: Ukraine   11

Cross-border M&A Dynamics
     Domestic                                                          Outbound                                                                          Inbound

                      39%                                 7%                      97%                                          67%                                                   69%                                       22%
      $514 m                                   43                        $7 m                                       1                                      $405 m                                                       25
Deal value                             Deal volume                Deal value                            Deal volume                                Deal value                                               Deal volume

                                                                                                                                                                                                                                     This was also the main reason for a 58 percent decline in the
Domestic investment remained the dominant                         Following the trends of recent years, Ukrainian                                  Despite lockdown restrictions limiting                                            average transaction value to USD37 million (2019: USD88
force of Ukrainian M&A in 2020                                                                                                                                                                                                       million); the lowest value since 2014. The transparency
                                                                  investment in foreign M&A targets continued                                      international travel, inbound M&A still accounted
                                                                                                                                                                                                                                     of inbound deals continued the declining trend of recent
                                                                  to decline in 2020, with just one outbound deal                                  for over one-third of total deal volume.                                          years, falling from 47 percent in 2019 to 44 percent in 2020
                                                                  announced.                                                                                                                                                         (compared to a high of 69 percent in 2014).
Domestic M&A accounted for 55 percent of the value and
62 percent of the volume of Ukrainian deal-making.                                                                                                                                                                                   Europe (USD135 million, 14 transactions), the Middle East
                                                                                                                                                   Foreign investors favoured Ukraine’s innovation and                               (USD130 million, one transaction), and North America
The largest domestic deal announced in 2020 was the               Horizon Capital’s Emerging Europe Growth Fund III (EEGF
                                                                                                                                                   technology (nine deals), agriculture (six deals), and                             (USD70 million, eight transactions) accounted for a
USD110 million acquisition of Eurozhytlogroup (owners of          III) invested USD7 million for the acquisition of a 6.8
                                                                                                                                                   transport and infrastructure (four deals) sectors, which                          combined 83 percent of all inbound deal value and 92
101 Tower Business Centre) by Dragon Capital.                     percent stake in Moldova's Purcari Wineries. The Moldovan
                                                                                                                                                   accounted for just over three-quarters of all inbound deals                       percent of deal volume in 2020.
                                                                  wine company is well known to Horizon which previously
The average value of domestic transactions in 2020                                                                                                 in 2020.
                                                                  invested into the business via its EEGF II fund, divesting its
decreased by 10 percent to USD24 million; the lowest level                                                                                                                                                                           Investments from North America were mainly
                                                                  stake by October 2019 and earning a 3.3 times cash return                        The 25 inbound deals announced in 2020 were
since 2014. Meanwhile transparency, in terms of disclosed                                                                                                                                                                            attributable to private equity and venture capital funds
                                                                  for its investors.                                                               undertaken by 21 different investors, of which one-
deal values, fell from 67 percent in 2019 to 49 percent.                                                                                                                                                                             investing in Ukrainian IT start-ups, including Restream’s
                                                                                                                                                   third were new entrants to the Ukrainian market. While                            USD50 million round of fundraising. Foreign investments
                                                                  The outlook for outbound M&A remains depressed with
Approximately 90 percent (USD464 million) of domestic                                                                                              European investors were the most active inbound                                   from Europe, meanwhile, were mainly directed towards
                                                                  most companies focussing on the domestic market,
M&A spend was concentrated in four sectors in 2020. Real                                                                                           acquirers overall, new market entrants were from the                              agriculture and the transport and infrastructure sector.
                                                                  although continued export growth and investment into
estate and construction attracted USD205 million, driven                                                                                           USA (five) and France (two).                                                      In 2020, foreign investors purchased four terminals
                                                                  infrastructure needed to get goods and people to foreign
largely by Dragon Capital’s activity in the sector, followed by   markets may stimulate activity in the medium-term.                               Although the combined total of deals was down by 69                               in Odesa, five elevators and 118,000 hectares of land
agriculture at USD100 million, innovation and technologies                                                                                         percent on the previous year, it is important to remember                         banks.
at USD84 million, and oil and gas at USD75 million.                                                                                                that Bakcell’s USD734 million acquisition of Vodafone
A little over half of all domestic M&A volume was focused                                                                                          Ukraine accounted for almost two-thirds of inbound M&A
on the same sectors: the real estate and construction sector                                                                                       in 2019.
(nine transactions), agriculture (seven), innovations and
technology (four), and oil and gas (four).

                                                                                                                                                   Inbound M&A deal value by region (USDm),                                          Inbound M&A deal volume by region,
                                                                                                                                                   2019 vs 2020                                                                      2019 vs 2020

                                                                                                                                                                       2019                                         2020                           2019                                         2020
                                                                                                                                                                                                                   6%                                                                     11%     11%
                                                                                                                                                                              17%                            3%                                    4% 8%
                                                                                                                                                         32%                                                                                                                         3%
                                                                                                                                                                                                                                       32%
                                                                                                                                                                                                      15%                      64%                                              11%
                                                                                                                                                                                    34%                                                                        56%                                      64%
                                                                                                                                                               17%                                           12%

                                                                                                                                                                 CIS       Europe         North America                  MEA                 CIS      Europe         North America                      MEA

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12   M&A Radar 2020: Ukraine                                                                                                                                                                                                                        M&A Radar 2020: Ukraine   13

2021 outlook
     If the headwinds can be addressed quickly, and the pieces of the jigsaw fall into place,
     there is reason to be cautiously optimistic for a modest increase in the overall value and
     volume of Ukrainian M&A during 2021. We predict that momentum will really start to
     build in the second half of the year, with a brighter outlook beyond this.

                                                                5%                                      3%
                                                                GDP                                     Budget deficit

This continuing uncertainty                 The Ukrainian government                  Concerns remain over the                                Ukraine will need to invest a               Recently announced plans                     Changes in legislation should
will likely mean that some                  expects GDP to rally by nearly            delayed Stand-By Arrangement                            significant amount of money in              give further reason to be                    help to fuel further investment
investment decisions will be                five percent YoY in 2021;                 (SBA) and the potential for                             shifting its power sector from              optimistic about the outlook for             in Ukraine, particularly in the
delayed and M&A deals remain                driven by a mixture of pent-              a political crisis as reforms,                          high carbon emission coal and               investment in 2021.                          transport and infrastructure,
subdued at similar levels seen              up investment and consumer                required for successful                                 heavily coal-based products to                                                           and agriculture sectors.
in 2020.                                    spending.                                 conclusion of the IMF deal, are                         cleaner energy.
                                                                                                                                                                                          In the short-term, the USD3 billion
                                                                                      now in question.                                                                                    worth of memoranda and contracts             On a more positive note, one of the
                                                                                                                                                                                          signed between Ukraine and the               key reforms expected this year is the
With case numbers continuing to             There are, of course, far too many                                                                This is a key part of future engagement
                                                                                                                                                                                          United Arab Emirates in February             next stage of implementing the Law on
fluctuate, and the vaccination rollout in   uncertainties concerning the future       The IMF has only paid USD2.1 billion                    with the EU in order to meet ambitious
                                                                                                                                                                                          2021 during President Zelensky’s             Agricultural Land Markets, passed by
its infancy, it is too early to determine   direction of the pandemic both in                                                                 European carbon management
                                                                                      of the USD5 billion SBA so far, holding                                                             official visit to the Emirates is a          the Rada at the end of March last year.
whether or not Ukraine is over the          Ukraine and with the country’s major                                                              targets and which will ultimately test
                                                                                      back the remaining USD2.9 billion                                                                   clear statement of intent regarding          The next phase is due to take effect on
latest wave of the pandemic. If the         trade partners to have any clarity at                                                             government’s commitment to the
                                                                                      because of the Ukrainian government’s                                                               future cooperation between the two           1 July 2021 and will cancel the current
pandemic can be brought under control       the start of the year. Forecasts will                                                             European Green Deal. It is expected
                                            inevitably change in the first half of    decision to regulate household gas                                                                  sovereign nations.                           moratorium on land ownership. This
during Q2 2021, it will allow public and                                              prices. The government has said                         that the EU and European investors will
                                            2021 as pandemic trends are better                                                                                                                                                         will help to attract investment from
economic sector restrictions to be                                                    that these were forced measures                         provide a large amount of investment        While it remains to be seen how
                                            understood and lockdowns start to                                                                                                                                                          domestic and foreign sources into the
lifted.                                                                               throughout the winter period caused                     in Renewables, particularly in wind         quickly this translates into capital
                                            ease.                                                                                                                                                                                      Ukrainian agricultural sector.
                                                                                      by the country’s coronavirus lockdown;                  and solar power, assuming that the          committed to the Ukrainian state
Only when investors and multinational                                                                                                                                                                                                  Legislative changes implemented
                                            This continuing uncertainty will likely   necessary to avoid a jump in energy                     stand-off over unpaid debts between         enterprises and private companies
companies see verifiable evidence                                                                                                                                                                                                      by the Ukrainian government and
                                            mean that some investment decisions       bills whose prices have already led to                  renewable energy generators and             involved, this agreement (together
of the end of the pandemic and the                                                                                                                                                                                                     lawmakers during 2020 have paved the
                                            will be delayed and M&A deals remain      protests across the country.                            Ukrenergo is swiftly resolved.              with the possibility for creation of a
start of a pickup in economic activity                                                                                                                                                                                                 way for implementing long overdue
                                            subdued during H1 2021.                                                                                                                       Ukrainian sovereign fund to co-invest
will there be a solid recovery in M&A                                                 While the Ukrainian government is                       Last year, the European Union
                                                                                                                                                                                          with foreign investors) should go some       and long awaited investment into the
activity. This applies as equally to                                                  currently trying to convince the IMF                    named Ukraine as a priority partner
                                                                                                                                                                                          way to restoring international investor      transport and infrastructure sector.
Ukraine as other European states.                                                     that this temporary solution was                        for implementation of the European
                                                                                                                                                                                          confidence.
                                                                                      taken in extraordinary circumstances,                   Hydrogen Strategy, with an eye on the
                                                                                      despite Ukraine’s obligation to launch                  country’s gas transmission system to        As for domestic investment, Head of
                                                                                      market mechanisms in the natural                        transport green hydrogen to the EU. It      Dragon Capital Tomas Fiala recently
                                                                                      gas market as outlined in the shared                    remains to be seen what investment          announced the group’s plan to close
                                                                                      memorandum.                                             this will drive in Ukraine and over what    five deals in 2021. Together with
                                                                                                                                              time horizon.                               co-investors and Western funds,
                                                                                      Ukraine is scheduled to pay back                                                                    Dragon Capital envisions deal values
                                                                                      USD5.2 billion of external debt in 2021                 However, investors and businesses
                                                                                                                                                                                          of about USD200 million this year,
                                                                                      and is also likely to run a budget deficit              managers will be paying close attention
                                                                                                                                                                                          which would signal a return to the
                                                                                      of between three and four percent of                    to what happens with Ukrenergo’s USD1
                                                                                                                                                                                          rate of investments seen before the
                                                                                      GDP.                                                    billion debt obligation to RES producers.
                                                                                                                                                                                          pandemic.
                                                                                                                                              A quick and decisive resolution of the
                                                                                                                                              issue would go some way to restoring
                                                                                                                                              broader investor confidence in Ukraine.

                                                                                                                                              Ukraine will be in a strong position to see a revival of investor interest during the second-half of 2021, provided the pandemic is
                                                                                                                                              brought under control, the obligation to RES producers is not fulfilled and the IMF tranche is not delayed for too much longer.

                                                                                                          © 2021
                                                                                                          © 2021 KPMG.
                                                                                                                 KPMG. All
                                                                                                                       All rights
                                                                                                                           rights reserved.
                                                                                                                                  reserved.
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14   M&A Radar 2020: Ukraine                                                                                                                                                                                            M&A Radar 2020: Ukraine    15

Deal-making: art or science?
                                    The fundamental premise of M&A has stood the test of
                                    time. Put simply, investors believe that an asset or company                     M&A deals, particularly in more challenging                      Preparing for buyer scrutiny is a crucial
                                    will generate a higher return under their ownership than in                      market conditions like a pandemic, run the risk                  but often overlooked step. Buyers rarely
                                    the hands of its current owner. However, the realisation of                      of failing due to an unrealistic price expectation               complete acquisitions without undertaking
                                    these higher returns requires two things.
                                                                                                                     gap between the seller and the buyer.                            comprehensive due diligence to evaluate the
                                                                                                                                                                                      risks, liabilities and potential upsides of a deal.
                                    Firstly, successful navigation of the deal
                                                                                                                     Therefore, understanding the value of what you have to
                                    process. Secondly, ensuring that the factors that                                                                                                 Ideally, a seller will review information in detail from a
                                                                                                                     offer to a buyer is key. Taking time to develop a well thought
                                    create or erode value are well understood and                                    through equity story that management buys into, one              buyer’s perspective, usually with the support of external
                                    managed. One could argue that the first is an                                    which provides a compelling basis for a buyer to invest, is      advisors, in order to identify risks and latent upside
                                    art, the second is a science.                                                    essential.                                                       potential. This will include taking action to identify, cure or
                                                                                                                                                                                      mitigate risks and realise upsides in advance of making any
                                                                                                                     The incumbent management team must be capable of                 information available to buyers in the data room.
                                    As the saying goes, “time kills deals”. In reality, however,                     delivering the company’s strategy for growth as most buyers
                                    the failure to properly prepare for, and then manage, the                        will expect to retain this team in the medium-term at least.     It is also crucial that management is appropriately
                Illya Segeda        M&A process from beginning to end is what will eventually                        Meanwhile, projections should be underpinned by historic         prepared for buyer scrutiny by dry-running management
                                    kill a deal.                                                                     performance and external market analysis. Having a realistic     presentations, answering due diligence questions, and
                   M&A Principal,                                                                                                                                                     ensuring processes are in place to routinely update
                                                                                                                     view of the company’s value from a buyer’s perspective is
                   Deal Advisory    But what are the key elements of preparing a business for                                                                                         information in a consistent manner.
                                                                                                                     key.
                  KPMG in Ukraine   sale and how do we set about organising them?
                                    Understanding the seller’s motivation for the deal is a key
                                    first step. Rarely are deals solely predicated on maximising                     Identifying the right ‘buyer universe’ is equally                  At the end of the day, deal-making
                                    a company’s monetary value at exit.                                              as important as defining a clear deal strategy                     requires assembling the right team
                                    Other important factors include the reputation of a buyer,                       and a compelling equity story.                                     in the right location with the right
                                    speed of deal execution, the cleanliness of the deal (in                                                                                            experience and skills. KPMG has more
                                    terms of warranties, indemnities, deferred or contingent
                                    consideration, etc.), and custodianship of the business,
                                                                                                                                                                                        than 50 deal professionals in Ukraine,
                                                                                                                     It is important to create appropriate competitive tension in
                                    management and staff post-deal. All of these different                           the deal process. Having access to buyers at the right level
                                                                                                                                                                                        covering all aspects of the M&A
                                    concerns influence deal strategy.                                                is critical for this, just as it is for knowing what different     process; including M&A lead advisory,
                                                                                                                     buyers will attribute value to in the business for sale.           valuation, due diligence (financial,
                                                                                                                     Building this understanding through initial desktop research,
                                                                                                                                                                                        tax, legal, IT, cyber and integrity),
                                                                                                                     market soundings, and direct access to shareholders and            negotiation support and SPA advisory.
                                                                                                                     the management of potential buyers enables the finetuning
                                                                                                                     of deal strategy, equity story and marketing materials. This
                                                                                                                     will enhance the deal’s likelihood of success before formally
                                                                                                                     going-to-market.

                                                                     © 2021 KPMG-Ukraine Ltd. All rights reserved.    © 2021 KPMG-Ukraine Ltd. All rights reserved.
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16   M&A Radar 2020: Ukraine                                                                                                                                                                                                                              M&A Radar 2020: Ukraine    17

Deal-making: beyond
the pandemic                                                                                                                                       While travel restrictions imposed by the pandemic clearly
                                                                                                                                                   impacted the ability to do deals, particularly cross-border,
                                                                                                                                                   the use of virtual data rooms and video conferencing had
                                                                                                                                                                                                                        While the use of material adverse change
The Covid-19 pandemic is likely to have                                                                                                                                                                                 (MAC) clauses, which enable one or both
                                                                                                                                                   already reduced the need for travel during a deal process.
a long-lasting effect on deal-making.                                                                                                                                                                                   parties to terminate a deal under certain
The resulting acceleration of digital                                                                                                              Inevitably, though, there will still be a need to ‘kick the tyres’   circumstances, have been on the rise, we are
transformation, disruption to traditional
                                                                                                                                                   and look the other side in the whites of their eyes during           starting to see pandemic-related factors being
                                                                                                                                                   negotiation.                                                         excluded from MAC clauses in some SPAs.
business models and changes in consumer
behaviour will see a greater number of                                                                                                             While it is difficult to replace that need with technology,
                                                                                                                                                   the use of drones and computer visioning provides a viable
smaller, distressed carve-out transactions as                                                                                                      alternative to a physical fixed asset and inventory inspection       But what does the “ordinary course of business” look
companies refocus their value chains.                                                                                                              in sectors such as agriculture, energy and natural resources,        like during a time of unprecedented uncertainty, like a
In turn, this will likely accelerate the adoption of new trends                                                                                    and transport and infrastructure.                                    pandemic? Buyers need to carefully consider the pros and
in due diligence given the need to use multiple data sources                                                                                                                                                            cons of a locked box, including their ability to recover any
to validate assumptions and look beyond the financials.                                                                                                                                                                 proven leakage from the seller post-factum.
                                                                                                                                                   KPMG’s Site Surveyor is an example of how
While the pandemic has resulted in an increased level of
uncertainty in both actual and prospective data, robust
                                                                                    Svitlana                                                       such technology can be used in this context to
                                                                                                                                                   facilitate a potential deal.                                         The choice of completion mechanism will
financial analysis remains core to any deal, albeit with a shift                  Shcherbatyuk
in emphasis. Historical underlying earnings and working                                                                                                                                                                 largely depend on the relative bargaining
                                                                                 Transaction Services Lead,                                                                                                             power of each party; sellers will often favour
capital analysis should be separated into pre- and post-
lockdown periods, combined with run-rate analysis and
                                                                                       Deal Advisory,                                              Deal negotiations will often become bogged down in                   the certainty of a locked box, while buyers will
                                                                                     KPMG in Ukraine                                               times of uncertainty due to price expectation gaps; even
even transaction level data, in order to isolate fundamental
                                                                                                                                                   distressed sellers typically have a hard time accepting a
                                                                                                                                                                                                                        see that completion accounts afford greater
business drivers from pandemic related noise.                                                                                                                                                                           security by adjusting for events which impact
                                                                                                                                                   price at the bottom of the cycle. In the current environment,
                                                                   With businesses across most sectors grappling with digital                      more and more deals are relying on post-closing                      on price post-factum.
Forecasts will require even greater scrutiny                       transformation and remote working, combined with the                            performance-related price mechanisms, such as earn-outs,
of underlying assumptions, revenue and                             growth of e-commerce and direct-to-customer business                            as one way to bridge the price gap.
                                                                   models, IT and information security is of increasing                                                                                                 The world is looking to 2021 with hope for a return to
cost drivers, order-book, and market trends.                                                                                                       However, it’s important to carefully consider how such               normality or, at least, something close to it. Vaccine rollouts
                                                                   importance when assessing the value of a company.
Augmenting the target’s financial data with                                                                                                        mechanisms are drafted and calculated – the more complex,            give expectation that the pandemic will be under control in
real-time operational and external market data                     It is no longer sufficient to simply evaluate the                               and more adjustments required to say audited data, the               many countries in the second half of the year.
will yield richer business insights to evaluate                    appropriateness of IT strategy, architecture, and governance                    more likely the risk of dispute between the parties at the
                                                                   for the business model and future growth. We are                                time of payout.                                                      Nevertheless, M&A processes will bear the legacy of
both historical and forecast information.                                                                                                                                                                               COVID-19 for some time to come. This legacy has increased
                                                                   increasingly seeing the assessment of data security and
                                                                                                                                                   Not only has the pandemic impacted the way deals are                 the complexity of deal-making for the next couple of years
                                                                   cyber resilience in the context of deal value becoming a
                                                                                                                                                   evaluated but also the process for protecting value through          at least, requiring buyers and sellers to transform their
Financial and valuation models will need to become more            mainstay of the due diligence process.
                                                                                                                                                   the transaction documents, such as the share purchase                approach to evaluating, negotiating, protecting and realising
dynamic, able to handle a greater number of flexible input                                                                                         agreement (SPA). In times of uncertainty, deal negotiations          the value of deals.
assumptions, in order to run multiple scenarios. Use of                                                                                            often proceed more slowly as each party tries to find, in
predictive models, in some cases using thousands of                The impact of global economic shutdowns                                         their view, a more equitable way to share risk.
signals, to analyse a range of possible outcomes is likely         has highlighted the importance of evaluating
to increase.                                                       the target company’s supply chain pre-deal;                                     Locked box completion mechanisms and hybrid locked                    For many, this will require the support
                                                                   understanding supplier dependency, security
                                                                                                                                                   box mechanisms are also becoming increasingly popular                 of external deal advisors, like KPMG,
                                                                                                                                                   with sellers outside of their traditional mainstay of private
                                                                   of supply and options for substitution is key                                   equity. Unlike the completion accounts process, a locked
                                                                                                                                                                                                                         with experience of successfully
KPMG’s Signal Repository is one example of                         to mitigating business disruption post-deal.                                    box provides greater certainty regarding the price paid but it        navigating companies through deals in
how structured and unstructured data can be                                                                                                        requires a clearly defined transaction perimeter and for the          previous times of uncertainty.
used by organisations to significantly increase                                                                                                    seller to operate the business on the buyer’s behalf in the
the accuracy of predictions and business                           Furthermore, such analysis will also provide the opportunity                    ordinary course between signing and completion.
outcomes.                                                          to identifying potential value upsides that could be secured
                                                                   post-deal through optimising procurement or category
                                                                   spend.

                                                                                                   © 2021 KPMG-Ukraine Ltd. All rights reserved.   © 2021 KPMG-Ukraine Ltd. All rights reserved.
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18   M&A Radar 2020: Ukraine                                                                                                                                                                                                                        M&A Radar 2020: Ukraine   19

     Sector activity                                                                                                                   Key sectors
                     Real estate
                                                                                  20
                                                                                                                                       Similar to the previous year, Ukrainian M&A was dominated by four sectors during 2020: innovation
                                                                                                                                       and technology, agriculture, real estate and construction, and transport and infrastructure.
                     and construction
                                                                                                                                       These four sectors accounted for almost 80 percent of total spend and slightly less than 60 percent of total deal volume.

                                                                                                                                                                                 M&A in the real estate and                                      Digital transformation of the
                     Innovations
                     and technology                                               21                                                                                             construction sector in recent years
                                                                                                                                                                                 has been buoyed by attractive
                                                                                                                                                                                 returns on retail portfolios, fueled
                                                                                                                                                                                 by consumer spending growth and
                                                                                                                                                                                                                                                 global economy, which the
                                                                                                                                                                                                                                                 pandemic has accelerated,
                                                                                                                                                                                                                                                 and disruption to traditional
                                                                                                                                                                                                                                                 business models has helped
                                   Overall Sectoral M&A Breakdown, 2020 vs 2019                                                                                                  increased demand for logistics and                              to drive demand for Ukraine’s
                                                                                                                                                                                 warehouse infrastructure to meet                                highly regarded IT sector.

                                                                                  22
                                                                                                                                                                                 the rapid growth of e-commerce.

                     Agriculture
                                                                                                                                                                                 As Ukraine’s largest export                                     Implementation of the law
                                                                                                                                                                                 industry, it is unsurprising that                               on concessions, as well as a
                                                                                                                                                                                 the agriculture sector remains                                  growth in trade with China,
                                                                                                                                                                                 the focus for both domestic                                     Europe and the Middle East,

                     Transport
                                                                                  23
                                                                                                                                                                                 and foreign investors, with the                                 has also contributed to a rise
                                                                                                                                                                                 latter often reflecting sovereign                               in much-needed investment

                     and Infrastructure                                                                                                                                          efforts to address food security
                                                                                                                                                                                 concerns.
                                                                                                                                                                                                                                                 into Ukraine’s ageing transport
                                                                                                                                                                                                                                                 network and infrastructure.

                                                                                                                                       M&A by sector, 2019 – 2020
                                                                                                                                                                                                   Value                                Volume
                                                                                                                                       Real estate                                                         22%                          13%
                                                                                                                                       and construction                                                  19%                                      20%
                                                                                                                                       Innovations                                                       20%                                     19%
                                                                                                                                       and technology                                          16%                                       14%
                                                                                                                                       Agriculture                                                    18%                                        19%
                                                                                                                                                                                         9%                                                      19%
                                                                                                                                       Transport                                                      18%                          9%
                                                                                                                                       and infrastructure                   3%                                           4%
                                                                                                                                       Consumer Markets                                  10%                                   7%
                                                                                                                                                                          2%                                                     10%
                                                                                                                                       Oil and gas                                      8%                                    6%
                                                                                                                                                                          2%                                             4%
                                                                                                                                       Metals and mining                  2%                                                       10%
                                                                                                                                                                          1%                                            2%
                                                                                                                                       Banking                            1%                                                       9%
                                                                                                                                       and insurence                                                                     5%
                                                                                                                                       Healthcare                         1%                                            3%
                                                                                                                                       and pharmaceuticals                 4%                                                 7%

                                                                                                                                           2019             2020

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20   M&A Radar 2020: Ukraine                                                                                                                                                                                                                              M&A Radar 2020: Ukraine      21

                                           Real estate and construction                                                                                                                                     Innovations and technology
                       56%                          44%                           3% pts                                     7% pts                                                  53%                           18%                   4% pts                           5% pts
      $205 m                                  9                         22%                                   13%                                            $184 m                                        13                   20%                              19%
Deal value                          Deal volume                  Share of Ukrainian                  Share of Ukrainian                              Deal value                                      Deal volume         Share of Ukrainian               Share of Ukrainian
                                                                 deal value                          deal volume                                                                                                         deal value                       deal volume
                                                                                                                                                                                                                         The Ukrainian medicine search-and-delivery platform Liki24
Although investor confidence was impacted by                     Some industry experts estimate that e-commerce                                      We continue to see strong interest in domestic                      also raised USD5 million from Horizon Capital and pre-
turbulence in the retail and office segments, real               requires three times more warehouse and logistics                                   IT companies, as well as those with a solid                         existing investors (TA Ventures, Genesis Investments, iClub
                                                                                                                                                     developer base in Ukraine.                                          and Mission Tech).
estate and construction continued to account for                 space than a traditional brick-and-mortar supply
the largest share for Ukrainian M&A deal value.                  chain and the market certainly seems to reflect this.                                                                                                   At the same time, domestic investors remained active in
                                                                                                                                                                                                                         Ukrainian IT companies and start-ups. At the end of 2020,
                                                                                                                                                     Ukraine has a well-deserved reputation as a centre                  Datagroup, Ukraine’s leading communications solutions
Ukrainian quarantine measures, introduced in March to curb       Outside of office space, however, real estate as a whole was not                    of excellence, which should allow it to capitalise on               provider, closed a deal to acquire its well-known domestic
the spread of COVID-19, placed severe restrictions on the        a story of decline in 2020. The sustained growth of e-commerce                      accelerating developments in e-commerce that look certain           competitor Volia for USD68 million with the full backing of
operation of retail, restaurant and entertainment facilities.    in recent years, which has only accelerated during the pandemic,                    to provide more opportunities for players in this sector.           Horizon Capital’s EEGF II fund.
                                                                 has been a significant driver of demand in the warehouse and                        COVID-19 measures and consumer response have also driven
Although restrictions were eased in June, footfall remained
                                                                 logistics segment of the market.                                                    a boost in online activity and a rise in the volume of M&A
depressed due to the need to maintain social distancing.                                                                                                                                                                 One of the key reforms which the Ukrainian
Simultaneously, the shift to remote working left many            Dragon Capital, which first invested into the warehouse and                         transactions in software, e-industries (such as e-commerce,
                                                                                                                                                     e-pay, e-learning, e-gaming and e-health) and data-rich             government needs to adopt in the near future is
offices empty or significantly underutilised, leading to some    logistics segment in 2016, renewed its focus in 2020 through the
companies reconsidering their long-term needs and vacating       acquisition of the Falby pharmaceutical warehouse complex (for                      industries (including data centres, data and cyber security,        to establish a specialised taxation regime for IT
rented spaces.                                                   USD5 million) and Lviv Industrial Park (deal value not disclosed).                  virtual conferences, and data analytics and logistics).             companies and IT contractors.
Vacancies, combined with an increase in supply (with             Dragon Capital also went on to announce the sale of its SK                          The ‘new normal’, caused by businesses and governments
80,000 m2 of new office space coming to market in 2020),         Omega-2 logistics complex at the end of 2020, offloading it                         responding to the pandemic, has changed our way of                  The challenge will be to strike a balance between adjusting
saw Kyiv’s office vacancy rate increase from nine percent to     to one of the biggest pharmaceutical distributors in Ukraine,                       life and our way of doing business; shifting both online            the rates and types of taxes concerning IT businesses while
12.5 percent over the course of 2020, while average rental       Optima Pharm.                                                                       more than ever before. This trend is expected to become             still maintaining an attractive market for software developers
rates fell by 20 percent.                                                                                                                            permanent to some degree in the post-pandemic era, as               and engineers.
                                                                                                                                                     people and businesses see the benefits from this new
Despite the sharp fall in deal value and volume, real estate                                                                                         mode of remote living and working.                                  The global pandemic’s acceleration of technology adoption
                                                                 We expect to see strong demand in the warehouse
and construction continued to attract the largest share of                                                                                                                                                               and 'digital first' approaches to business has also increased
investment, with USD205 million spent across nine deals in
                                                                 and logistics segment of the real estate market in                                  The innovation and technology sector has been a bellwether          the appetite for M&A in this sector, driven by consolidation
2020.                                                            2021, although it remains to be seen how the office                                 of Ukrainian M&A trends this year, with 13 deals announced          and vertical integration as companies look to acquire
                                                                 and retail segments will fare in the face of the ‘new                               in 2020 worth a combined USD184 million. Although the               (rather than build) technology solutions in the race to stay
The largest deal in the real estate sector saw Dragon Capital                                                                                        value of deals decreased by 53 percent, the volume of
once again increase its portfolio of prime office space by
                                                                 normal’ for remote working and e-commerce.                                                                                                              competitive and relevant to customers.
                                                                                                                                                     transactions was up by 18 percent.
more than 38,000 m2 through its March acquisition of Kyiv’s                                                                                                                                                              Although outside the methodology of the M&A Radar, it
101 Tower for USD110 million; the only deal in the office                                                                                            During 2020, almost 70 percent of deals (nine deals) in the         is worth highlighting that there were also 38 transactions
                                                                 Both the volume and total value of deals in the Real Estate &
segment in 2020.                                                                                                                                     innovations and technology sector were made by foreign              in the innovation and technology sector in 2020 valued at
                                                                 Construction sector had been rising strongly in recent years, as
                                                                                                                                                     private-equity and venture-capital funds located in North           less than USD5 million each. These smaller deals were
In hospitality real estate, the State Property Fund of Ukraine   Ukraine opened up more to investors and started to invest more
                                                                                                                                                     America and Europe. Aside from Restream’s USD50 million             collectively worth USD109 million, demonstrating the
completed the country’s largest privatisation to date in         in domestic infrastructure.
                                                                                                                                                     fundraising, US based Quadient acquired YayPay, a Ukraine           underlying strength of the sector.
July; when Smartland won the auction of Kyiv’s landmark          However, activity fell sharply as a result of the pandemic                          SaaS accounts receivable platform, for USD20 million. Other
Dnipro Hotel with a bid of USD41 million. Smartland owner        due mainly to the dramatic collapse in the market for                               notable deals in the sector included:
Alexander Kokhanovskyy plans to invest a further USD20           office space (down from nine transactions in 2019 to one                            — London-based venture capital fund Hoxton Ventures
million to turn the hotel into Ukraine’s first multifunctional   transaction in 2020). Nonetheless, we observed activity                                invested USD10 million into Preply.com; a US-
esports arena.                                                   in the warehouse real estate market in 2020 and at the                                 headquartered business with its major operations based
                                                                 beginning of 2021, caused by the rapid development of                                  in Ukraine and which has quickly established itself as a
                                                                 e-commerce and subsequent changes in supply chains.                                    leading portal to match language tutors with clients.
                                                                                                                                                     — Chernovetskyi Investment Group, one of the largest
                                                                 Taking into account the low vacancy rate in the warehouse real
                                                                                                                                                        venture capital groups in Eastern Europe, invested USD6
                                                                 estate market and new trends caused by the pandemic, we
                                                                                                                                                        million into Zakaz.ua, a company which provides grocery
                                                                 believe there will be increased interest and activity in this sector
                                                                                                                                                        delivery services to major Ukrainian supermarkets.
                                                                 in the coming year and beyond.
                                                                                                     © 2021 KPMG-Ukraine Ltd. All rights reserved.   © 2021 KPMG-Ukraine Ltd. All rights reserved.
22   M&A Radar 2020: Ukraine                                                                                                                                                                                                                                 M&A Radar 2020: Ukraine   23

                                                                                                   Agriculture                                                                                                Transport and Infrastructure
                       24%                              13%                              9% pts                                                                                       108%                           100%                  14% pts                          5% pts
      $170 m                                  13                            18%                                           19%                                  $164 m                                         6                    18%                                9%
Deal value                           Deal volume                    Share of Ukrainian                      Share of Ukrainian                         Deal value                                      Deal volume          Share of Ukrainian              Share of Ukrainian
                                                                    deal value                              deal volume                                                                                                     deal value                      deal volume

Agriculture remains a powerhouse of the                                                 Land reforms have enabled                                      The transport and infrastructure sector was                          January 2020 marked the dawn of public-private
Ukrainian economy and a key target for                                                  domestic and foreign companies                                 one of the most sought after sectors in 2020,                        partnerships (PPP) in Ukraine; something the
domestic and foreign deal-makers                                                        to acquire land in Ukraine, already                            benefitting from both ongoing and planned                            country’s government had been discussing for
                                                                                        opening up the country’s lucrative                             government initiatives.                                              two decades.
                                                                                        agriculture and food processing
Significant investment into the sector over recent years by
both domestic and international investors has seen new
                                                                                        sectors to investors.                                                                                                               The Infrastructure Ministry’s concessions for Kherson
                                                                                                                                                       These projects aim to attract private investment to
farming practices and technologies employed to drive                                                                                                   modernise Ukraine’s ageing infrastructure and develop new            and Olvia seaports attracted both Ukrainian and foreign
efficiency gains and improve yields.                                                                                                                   international transport corridors.                                   investors, with seven companies competing in the final
                                                                    Multinational companies are expected to invest more in                                                                                                  tender. Risoil-Kherson, a Swiss-Georgian consortium, won
However, adverse weather and an abnormal drought in 2020            2021, both to source produce for other markets and to                              As a result, transport and infrastructure was the fourth             the 30-year concession for Kherson seaport which handles
brought two consecutive years of record Ukrainian harvests          process produce for the domestic market. Ukraine is already                        largest sector in 2020, attracting USD164 million into six           both Dnieper River and Black Sea cargo.
to an abrupt end.                                                   a big producer and exporter of grains but reforms should                           deals. Deal-making was dominated by foreign investors,
                                                                    allow for greater diversification.                                                 including the USD130 million, acquisition of a 51 percent            QTerminals, a joint venture between Mwani Qatar and
Grain was particularly badly hit, with the 65.4 million tonnes
                                                                                                                                                       stake in the TIS Container Terminal by DP World, a                   Milaha which operates Qatar’s Hamad Port, won a 35-
harvested reflecting a 13 percent percent drop on the prior year.   Although the sector has seen a more than 40 percent
                                                                                                                                                       multinational logistics firm which operates 123 businesses           year concession for Ukraine’s Olvia seaport on the Black
However, despite Ukraine's main export crops of wheat and           decline in the deal volume since 2018, we anticipate that
                                                                                                                                                       across 54 countries.                                                 Sea. Not only do these PPPs provide income to the State
corn being amongst the worst affected by the weather, Ukraine       deal volumes will return relatively quickly; especially as the                                                                                          from concession payments*, they will also enable vital
remained the world’s second-largest corn exporter in 2020.          land reform process continues.                                                     Although shipping volumes fell by approximately 10 percent           investment to modernise the ports and local infrastructure.
                                                                                                                                                       in 2020, mainly due to lockdown restrictions, optimism
                                                                                                                                                       about growth in shipping volumes through Ukraine’s ports             Risoil-Kherson plans to invest at least UAH216 million
Although the long-awaited land reform law                                                                                                                                                                                   (USD7.7 million) in the first ten years of their concession,
                                                                                                                                                       in recent years (up 20 percent in 2019) was instrumental in
adopted by the Ukrainian government in                              Number of deals by segment                                                         influencing further investment.                                      while QTerminals will invest UAH3.4 billion (USD120 million)
2020 struck a compromise among competing                                                                                                                                                                                    over the first five years of Olvia seaport’s operation.
                                                                                                                                                       Risoil S.A., a Swiss business which already operates the
interests in the country, it may well be the first
                                                                                                                                                       largest bulk liquid terminals in the Black Sea at Odesa’s
step towards a free land market.                                                                                                                       Chornomorsk Merchant Sea Port, made the decision to
                                                                                2                                                                      acquire two further terminals at the beginning of the year
The law, which came into effect on 1 July 2020, relaxes                                                                                                based on expectations of further growth to come: TK Exim
                                                                                                                      Land
land ownership rules for Ukrainian owned businesses and                                                                                                Oil and Boconti Ukraine. Glencore Agriculture Limited
                                                                                                                      Grain elevators
provides the opportunity for international companies to                                            6                                                   likewise acquired EVERI Ltd, a terminal operator in Mykolaiv,
                                                                        3                                             Processing plants                from the OREXIM Group of Companies for an undisclosed
lease land for up to 50 years.
                                                                                                                      Other                            consideration.
Over the course of 2020, agriculture accounted for almost
one-tenth of the total value and one-fifth the total volume                         2
of Ukrainian M&A. Land bank acquisitions accounted for
six deals in the sector, including those by Epicentr K and
Agartha Fund LP which were amongst the ten largest
Ukrainian M&A deals of 2020.
Elsewhere, SAS Investcompagnie, a little-known French
company established in 2018, acquired 71,000 hectares of
land held by three Ukrainian agricultural enterprises; Agrikor
Holding, Agroprime Holding, and Agrovit, for an undisclosed
sum. Outside of land, Cargill acquired Neptune, a Black Sea
deepwater grain terminal with capacity of up to 290,000
tonnes, also for an undisclosed sum.

                                                                                                       © 2021 KPMG-Ukraine Ltd. All rights reserved.   © 2021 KPMG-Ukraine Ltd. All rights reserved.
24   M&A Radar 2020: Ukraine                                                                                                                                                                                                                    M&A Radar 2020: Ukraine   25

Transport and Infrastructure                                                                                                                  Infrastructure: driving
After becoming one of the most sought after
                                                                                                                                              economic growth
sectors in 2020, the outlook for Ukrainian                                                                                                                                                     Volodymyr Marchuk
transport and infrastructure looks bright.                                                                                                                                                     Associate Director,
                                                                                                                                                                                               Deal Advisory,
                                                                                                                                                                                               Infrastructure,
Ukrainian transport infrastructure has suffered from             Number of deals by segment                                                                                                    KPMG in Ukraine
underinvestment for decades and needs to be improved
and expanded to support the country’s ambitious economic
plans. It is therefore no surprise that the Ukrainian                                                                                                                                          After years of sustained neglect, Ukrainian
government has confirmed that this sector is a priority for                                                                                                                                    infrastructure stands before a possible tidal
development and one which international finance agencies                 1                                                                                                                     wave of investment, spurred on by long awaited
say they are looking to fund.                                                                                                                                                                  regulatory changes and the commitment of
                                                                                                             Terminal operator
Ukraine’s geographic location, combined with recent                                                                                                                                            international finance agencies to propel the
                                                                    1                                        Public transportation
logistical developments such as a twice-weekly rail freight                                                                                                                                    country toward its true economic potential
service connecting European and Asian destinations and the                                                   Logistics company
                                                                                       4
‘Black Sea to Baltic’ international intermodal corridor, makes
the country an important transit route for trade and travel
between Europe, Asia and the Middle East.                                                                                                     There is much to be said about unlocking the potential for
                                                                                                                                              modern, efficient and reliable infrastructure in Ukraine.        Ukraine has a viable portfolio of potential
We expect that this growth in traffic, encouraged by                                                                                          Infrastructure is the backbone of a healthy economy; it          infrastructure projects to support the country’s
companies looking to Ukraine as an option to decouple                                                                                         powers businesses, connects cities, and enables the
supply chains from Asia, will drive further investment in the
                                                                                                                                                                                                               economic development and integration into
                                                                                                                                              flow of goods and services within and beyond a country’s
country’s transport and infrastructure sector.                                                                                                borders. Situated at the crossroads between Europe and           Europe.
                                                                                                                                              Asia, Ukraine is well positioned to reap the benefits of
The Ukrainian government and International Finance
                                                                                                                                              investment needed in the region to support global trade and
Corporation (IFC) are launching a long-term public-private                                                                                                                                                     Provided the Ukrainian government continues on the path
                                                                                                                                              the decoupling of the supply chains.
partnership programme for roads, including six pilot projects                                                                                                                                                  of reform, this should ensure the support of the European
worth over USD1.5 billion. Public private partnership,                                                                                                                                                         Union and international development agencies such as the
combined with plans for air, sea and river port concessions                                                                                                                                                    EBRD, EIB, and IFC.
                                                                                                                                              Structural changes in how we live, work and
in 2021 and beyond, are expected to drive investment in the                                                                                                                                                    In 2021, we expect positive dynamics in terms of the
sector.
                                                                                                                                              spend our time and money will influence future
                                                                                                                                                                                                               recovery of freight traffic volumes to pre-crisis levels but
                                                                                                                                              demand for different modes of transport.                         also expect some changes in terms of the mixed mode of
                                                                                                                                                                                                               transportation due to ongoing pandemic related restrictions.
                                                                                                                                              Add to this the desire for energy independence, food             The upcoming integration of Ukraine into existing
                                                                                                                                              security, and efforts to de-risk global supply chains by         international infrastructure and routes, specifically those in
                                                                                                                                              developing regional supply models, and it’s clear to see the     Europe and the EU, must also take into account potential
                                                                                                                                              factors that will influence capital allocation into associated   new environmental restrictions and policy alignment to
                                                                                                                                              infrastructure.                                                  harmonise with EU standards. Examples of policy alignment
                                                                                                                                              On top of these existing pressures, the recovery of rail         include ‘carbon neutral’, road safety, and electric vehicle
                                                                                                                                              and air passenger traffic will depend on how the pandemic        charging commitments; all of which will require additional
                                                                                                                                              unfolds in 2021, as well as the speed and effectiveness of       infrastructure investment.
                                                                                                                                              the vaccination rollout.

                                                                                              © 2021 KPMG-Ukraine Ltd. All rights reserved.   © 2021 KPMG-Ukraine Ltd. All rights reserved.
26    M&A Radar 2020: Ukraine                                                                                                                                                                                                                                                                                                         M&A Radar 2020: Ukraine     27

Infrastructure: key projects                                                                                                                                                                                                                                                                                      Air transport
                                                                                                                                                                                                                                                                                                                  PPPs are being considered for four regional
                                                                                                                                                                                                                                                                                                                  airports. Lviv, Chernivtsi, Rivne, and Kherson.

                                                                                                                                                                                                                                                                                          These airports will collectively benefit from USD430 million worth of
                                                                                                                                                                                                                                                                                          investment for 30-year concession deals.

Ukraine's Ministry of Infrastructure                                                                                                                                                                                                                                                      In total, 13 existing regional airports have been earmarked for
envisages USD20 to 25 billion of                                                                                                                                                                                                                                                          reconstruction and there are plans for a new airport to be constructed
                                                                                                                                                                                                                                                                                          in Transcarpathia.
infrastructure investment up to
                                                                                                                b
2030, of which half is expected to                                                           Poland                                                                                                                                                                                       Boryspil Airport will also concentrate on reconstruction of the western
                                                                           Poland            border                                                                                                                                                                                       runway and benefit from total investments estimated at over EUR350
come from private investors.                                                                          Yahodyn   Kovel           M-19
                                                                                                                                                                                                                                                                                          million, including a EUR270 million loan from the European Investment
                                                                                                         Ustulug
                                                                      Gdansk,                                                    Lutsk                                                                                                                                                    Bank (EIB).
                                                                                                                    H-22                  Rivne                                  M-06
                                                                                                                                                                                              Kyiv
                                                                      Gdynia       S-19
                                                                                                                    Eastern                                                      Kyiv
                                                                                                                    Access                                              Zhytomyr Ring Road                   Boryspil
                                                                                          ‘Dry Port’ North
                                                                       A-4                   а       Bypass
                                                                                                                                                                                              Bila Tserkva                                                                      Kharkiv
                                                        Rostock, Hamburg,        Korczowa-
                                                                                 Krakovets                                         Ternopil                                                                                                M-03
      Seaports                                          Rotterdam
                                                                                     с                     Lviv                          Khmelnytskyi
                                                                                                                                                                                                                             Reshetylivka
                                                                                            Sknyliv                                                                                                  M-05                                                  Poltava
      Air transport                                                                 Mostaska              Stryi                                                   GO Highway
                                                          Slovakia                                                                                                                                                Н-01
      Railway station                                                                                                                                                                                                        Kremenchuk
                                                   Bratislava,                                                             Ivano-Frankivsk
                                                                                                                                                                                                                                    Kremenchuk                  H-31
              Develop or                           Vienna, Prague       R-2                                                                                                                                                         Bypass                             M-29
                                                                                                L’viv-Striy-          H-10                                              Vinnytsya
              reconstruction                                                                    Mukachevo-                                                                                         Uman
              railway projects                                                                  Dyida                                                                                             Kropivnytskiy                     Bridge over Dnieper                Dnipro
                                                                                Chop
                                                  Hungary                              Dyida
                                                                                                                                                                                                                                    in Kremenchuk
                Roads                                                                                                         Chernivtsi
                                                                                                                                                                                                                                                          M-04
                                                                                                                                                                                                                                    d
                                                                     M-3                                                                                                                                                                      Kriviy Rih                  Zaporizhzhya
                                                                                                                                                                                                      Bridge over          Н-14
                                                                                                                                                               Moldova                                Pivdenny Buh
                                                   Rijeka, Piraeus
                                                   Genoa, Marseille               Romania                                                                                                                                           H-11
                                                                                                                                                                                                                                                                                          Mariupol
                                                                                                                                                                                                                                    Mykolaiv
                                                                                                                                                                                                                                                                          Berdyansk
                                                                                                                                                                                                                     Olvia        M-14

                                     Rail
                                                                                                                                                                                                                             Kherson
                                       Plans to increase rail infrastructure                                                                                                      Chornomorsk
                                       development aim to attract investments from                                                                                                 Bilhorod-
                                                                                                                                                                                                     Odesa
                                                                                                                                                                                                               Gold arch
                                                                                                                                                                                                                              Skadovsk                                                                             Roads
                                       both international financial institutions and                                                                                               Dnistrovskyi                                                                                                                    The GO Highway project: part of the Trans-
                                       private investors for the following objects:                                                                                          Izmail                                                                                                                                European Transport Network (TEN-T) and
     — Commissioning seven passenger stations on concession: Kyiv,                                                                                                 Reni                 Ust-                                                                                                                       intermodal Southern Silk Road route.
                                                                                                                                                                                        Dunaisk
       Chop, Mykolaiv, Vinnytsia, Dnipro, Kharkiv, Khmelnytskyi;
                                                                                                                                                                                                                                                                                          Between 2023 and 2025, the Ukrainian government plans to launch
     — Purchase electric freight locomotives to renew Ukrzaliznytsia                                                                                                                                                                                                                      PPPs for toll roads with projects in Kyiv alone covering up to 1,600 km
       rolling stock, by 2025. Total investment: USD1.4 billion;                                                                                                                                                                                                                          and requiring up to USD3 billion of investment.
     — Kyiv Urban Electric Train development, to 2025. Total investment:                                                                                                                                                                                                                  Construction, reconstruction and capital repair of 1,746 km of
       USD298 million;                                                                                                                                                      Seaports                                                                                                      road infrastructure from Odesa (Ukraine) to Gdansk (Poland). Total
                                                                                                                                                                Following successful tenders for                                                                                          investment: +USD2.3 billion.
     — Railway infrastructure development and regional reconstruction
       projects (2021 – 2024). Total investment: USD106 million;*                                                                                               concessions of the Kherson and                                                                                            Kyiv Ring Road reconstruction (between M-05 and M-06). Total
                                                                                                                                                                Olvia seaports, the government plans                                                                                      investment: +USD400 million.
     — Transport hub development in Kovel and Chop; one of the key                                                                                              portconcessions for Chornomorsk,
       Western crossings in Ukraine. Total investment:USD32 million.**                                                                                                                                                                                                                    Repair of 10 key road sections, including 6 pilot road PPPs supported
                                                                                                                                       Odesa, Berdyansk, Mariupol, Reni, Izmail, as well as the                                                                                           by the International Finance Corporation (IFCS). Total investment:
                                                                                                                                       privatisation of stevedoring companies in the ports of: Bilhorod-                                                                                  USD1.5 billion.
*Includes:                                                                                                                             Dnistrovskyi, Ust-Dunaisk and Skadovsk.
(a) construction of a ‘Dry Port’ logistics hub on the Polish Border in the Lviv region named                                                                                                                                                                                              Kremenchuk bypass road development, M-22 Poltava - Oleksandriya
‘Mostyska 2’, (b)reconstruction and electrification of the ‘Kovel-Yahodyn-Poland border’ railway in                                    In total, 13 concessions are expected to draw USD1.8 billion in
                                                                                                                                                                                                                                                                                          route reconstruction, Dnieper River bridge (total length: 35 km). Total
the Volyn region, (c)reconstruction of the ‘Mostaska-Sknyliv’ railway, (d)development of a railway                                     private investment in the period to 2038, according to a new
bridge for the ‘Kryvyi Rih and Kryvyi Rih-Western Line’;                                                                                                                                                                                                                                  investment: USD720 million.
                                                                                                                                       Seaports Development Strategy approved by the Cabinet of
** This development of the ‘East-West Gate’ will enable transport links with Slovakia and
Hungary via the Hungarian rail terminal in Fényeslitke (currently under construction).
                                                                                                                                       Ministers.                                                                                                                                         Pivdennyi Buh bridge, Mykolaiv. Total investment: +USD2 billion.

                                                                                                                                        © 2021 KPMG-Ukraine Ltd. All rights reserved.                           © 2021 KPMG-Ukraine Ltd. All rights reserved.
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