Transaction Trends Danish M&A Update - Q4 2020 - EY
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High activity in the Danish M&A market in Q4 2020 After the slowdown in M&A activity in the 1st half of 2020 Last twelve months number of transactions by industry in Denmark Last three years EV/EBITDA by industry in Denmark (median) Source: Mergermarket Source: Mergermarket following the COVID-19 outbreak, Q4 2020 not only confirmed the strong rebound in deal activity seen in Q3 but exhibited high Automotive & Automotive & 27 9.9x growth. The number of announced deals has increased Transportation Transportation significantly compared to Q3 2020 and exceeds the Q4 2019 Business & Prof. Business & Prof. 30 13.9x Services Services level by c. 55%. The strong recovery in deal activity in the 2nd half Consumer Consumer of 2020 resulted in a higher total number of deals in 2020 than in 25 11.3x Products Products 2019. Engineering & Engineering & 52 14.2x Ind. Products Ind. Products During the fourth quarter of 2020, 115 The overall number of deals in the Danish Financial Financial 16 6.2x transactions involving Danish companies market in 2020 was 321 compared to Services Services have been announced. This is 36 deals 310 in 2019, which is driven by high Life Sciences 29 Life Sciences n.a. more than the previous quarter and 41 activity levels in the 2nd half of 2020 deals more than last year’s fourth after a slowdown in deal making during Power & Utilities 19 Power & Utilities 4.4x quarter. the 1st half caused by COVID-19. Real Estate 23 Real Estate 11.8x While the domestic and inbound deals Deal activity in the beginning of 2021 is TMT 94 TMT 14.1x both increased significantly since Q3 expected to continue the strong trends 2020, there is an even higher growth in but could be impacted by stricter COVID- Travel, Leisure & Travel, Leisure & 6 10.7x Tourism Tourism outbound deals of c. 112%. 19 regulations or new virus mutations. During the course of 2021, it will be Note: EV/EBITDA by industry are only considering deals where target is based in Denmark. In terms of transactions by industry, TMT Number of transactions by transaction type EV/EBITDA multiple is not available for Life Science due to low sample size. interesting to see if the continued Source: Mergermarket had the highest deal activity with 30 LTM vaccination of the people in Europe and 120 112 115 400 deals compared to 23 deals last quarter. 100 especially Denmark and the associated 100 91 89 Engineering & Industrial Products 83 36 48 74 74 79 300 normalisation of everyday life will have a 80 34 73 69 confirmed high deal activity levels from 38 25 29 positive impact on deal making of if such 58 30 60 29 28 25 21 43 200 Q3 2020 with 24 deals in Q4 2020 effects are already fully factored into the 39 34 36 39 27 40 26 compared to 16 during the last quarter. 24 25 30 29 32 100 market. 20 13 27 27 24 28 36 21 20 21 19 19 18 17 Transaction Trends, published by EY Strategy and Transactions, is a 0 0 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20 4Q20 quarterly publication that aims to identify trends in the Danish 2018 2019 2020 transactions market. Data presented in this newsletter covers all transactions announced and registered in Mergermarket where Domestic Inbound Outbound LTM Danish companies have participated as either target, buyer or vendor. Note: Domestic deals refer to deals where both, target and buyer are based in Denmark. Inbound and outbound deals, on the other hand, refer to deals where a Danish target was acquired or Danish buyers acquired a foreign target respectively. Transaction Trends 1st edition 2021 | 2
Q4 2020 saw several relatively large transactions Target region – Danish Buyers Top announced transactions last quarter (by deal value, USDm) Source: Mergermarket Source: Mergermarket, CVR Virk, Capital IQ Q4 2020 2020 Target Ann. Date Target Vendor Buyer Deal dom. Industry Deal value* Turnover 7% 0% 2% 1% 7% 3% 18 Nov RSA Insurance Group Plc Delisting Intact & Tryg Consortium Financial Services USD 9,550m USD 9,445m Hellman & Friedman LLC; Bain 15 Nov Nets A/S Capital, LP.; Advent International Nexi S.p.a. Business & Professional Services USD 9,526m USD 1,194m 24% Corporation; GIC Private Limited 18% 51% 14 Dec Faerch Plast A/S Advent International Corporation A.P. Moller Holding A/S Engineering & Industrial Products USD 2,307m USD 454m 55% 15 Dec HD Ejendomme A/S Niam AB Heimstaden Bostad AB Real Estate, Hospitality & Construction USD 1,974m USD 43m 10 Dec Molslinjen A/S Polaris Private Equity EQT Partners AB Automotive & Transportation USD 1,000m USD 285m 15% 16% *Mergermarket definition Denmark Europe (excl. Nordics) Asia-Pacific On 18 November, a consortium of Intact Financial Corporation (“Intact”), a On 14 December, Advent International has signed an agreement to sell Faerch Nordics (excl. Denmark) Americas Other Canada-based and listed provider of automobile, home and business Plast A/S to A.P. Moller Holding. A.P. Moller intends to support the company's insurance; and Tryg A/S (“Tryg”), a Denmark-based and listed non-life next growth phase by scaling its tray recycling facilities across Europe, Buyer region – Danish Targets Source: Mergermarket insurance company, have agreed to acquire RSA Insurance Group Plc (“RSA”), accelerating the transition towards mono-PET in Faerch's core market the UK-based and listed provider of personal and commercial insurance. Intact segments, and pursuing further consolidation through M&A. Q4 2020 2020 will retain RSA's Canadian, UK and international operations. Tryg will retain 3% 3% On 15 December, Niam AB has agreed to sell HD Ejendomme A/S, one of 0% 5% RSA's Swedish and Norwegian businesses whereas both companies will co- 1% Denmark's leading residential property companies, to Heimstaden Bostad AB, 4% own RSA’s Danish business. a subsidiary of Heimstaden AB. The portfolio consists of 6,237 homes and 35 25% 21% On 15 November, Nets A/S and Nexi S.p.A have agreed on an all share commercial units geographically spread in Denmark. 44% merger. Nexi S.p.A. is a listed Italy-based PayTech company engaged in 47% On 10 December, EQT Partners AB has agreed to acquire Molslinjen A/S, the merchant services & solutions, cards & digital payments and digital banking Denmark-based ferry operator, from a group of shareholders led by Polaris solutions, headquartered in Milan. Nets A/S is a Denmark-based company that Private Equity, for a consideration of USD 1bn. The deal will support provides payments, cards and information services, headquartered in Molslinjen’s continued sustainability agenda through investments in the Copenhagen. 25% 23% decarbonization of the ferry fleet and the acceleration of the transition to renewable fuel sources. Denmark Europe (excl. Nordics) Asia-Pacific Nordics (excl. Denmark) Americas Other Transaction Trends 1st edition 2021 | 3
High share of public deals in Q4 2020 Transaction type by number of transactions Transaction arena by number of transactions Source: Mergermarket Source: Mergermarket Domestic Inbound Outbound Public Private Q4 2020 31% 37% 31% Q4 2020 44% 56% 2020 36% 36% 28% 2020 37% 63% 2016 - YTD 36% 39% 25% 2017 - YTD 31% 69% Note: Domestic deals refer to deals where both, target and buyer are based in Denmark. Inbound and outbound deals, on the other hand, refer to deals Note: Public deals refer to deals where either target, bidder or seller are public, i.e. a listed company. where a Danish target was acquired or Danish buyers acquired a foreign target respectively. Activity by target industry Source: Mergermarket Number of transactions Target industry Last quarter 2020 Avg. 2016 - 2020 Trend Automotive & Transportation 11 27 22 Business & Professional Services 9 30 36 Consumer Products 9 25 44 Engineering & Industrial Products 24 52 64 Financial Services 6 16 17 Life Sciences 6 29 25 Power & Utilities 6 19 16 Real Estate, Hospitality & Construction 11 23 21 TMT 30 94 80 Travel, Leisure & Tourism 3 6 12 Total 115 321 337 Note: Trend indicators refer to the comparison between the LTM vs. the avg. 2016 – 2020 number of transactions. Transaction Trends 1st edition 2021 | 4
OMX C20 shows continued growth New Listings at Nasdaq Copenhagen Issues by Value, Nasdaq Copenhagen Foreign exchange rates (indexed) Source: Nasdaq Nordics Source: Capital IQ, Mergermarket Source: Capital IQ Main market 1.3 3 Private Placement IPO First North 1.2 SEO Spin-Off/Split-Off Buyback 1.1 2 DKK/USD 76.4 1.0 80 68.1 0.9 DKK/GBP 60 56.4 12 DKK/SEK 48.5 47.1 0.8 3 3 9 36.1 38.1 2 40 0.7 2 20 0.6 3 3 3 2 2 1 0 0 0 0.5 2014 2015 2016 2017 2018 2019 2020 2013 2014 2015 2016 2017 2018 2019 2020 2021 2013 2014 2015 2016 2017 2018 2019 2020 OMX C20 Index Avg. multiples of listed Danish companies Source: Capital IQ Source: Capital IQ Nasdaq Copenhagen (“CSE”) saw four new listings on First North and three new 1,500 listings on the main market in the fourth quarter of 2020. 36.7x 1,400 The companies listed on First North in the fourth quarter of 2020 are 33.8x P/E 1,300 31.2x WindowMaster International A/S (27 October), Alefarm Brewing A/S (6 November), Dataproces Group A/S (13 November) and DecideAct A/S (16 1,200 32.7x December), while the listed companies on the main market in the fourth quarter 1,100 of 2020 are HusCompagniet A/S (18 November), Boozt AB (20 November) and 4.2x Q4 2020 GreenMobility A/S (17 December). 1,000 4.2x 2019 P/BV 900 4.5x 2018 The OMXC20 continued its growth journey after the COVID-19 related drop in 2017 March 2020 and increased approximately 7% during the fourth quarter. The 800 4.6x Jan/20 Mar/20 May/20 Jul/20 Sep/20 Nov/20 Jan/21 index showed a declining trend in the beginning of the quarter but has increased steadily throughout December 2020. At the end of the quarter the index exceeded the pre-COVID-19 high from February 2020 by ca. 16%. Transaction Trends 1st edition 2021 | 5
EY supported deal of the quarter Merger party one Deal description Services provided by EY enabling aligned information sharing across workstreams ► Nexi SpA agreed to merge with Nets A/S to create a European Nets A/S PayTech leader in an all-share merger. Tax structuring Copenhagen, Denmark ► The merger will enable the combined business to leverage a full and vendor fact portfolio of solutions across the payment ecosystem with strong books Financial competences in acquiring and e-commerce, and the ability to vendor Revenue EBITDA Operating cash flow EBITDA margin support international merchants with vertical-specific solutions 2020E 2020E 2020E 2020E assistance based on flexible customer journeys across countries, payment databooks 1,050 380 230 36.2% channels and rails. EURm EURm EURm ► The business will benefit from significant growth potential from SPA assistance leadership and exposure to attractive European markets (ranging from fast-growing Italy to the structurally attractive Pro forma financials Germany/DACH and Poland/CSEE regions to the highly advanced and innovative Nordic markets) Merger party two The combined business at a glance Benefits to the client ► Seamless execution Nexi S.p.a. Milan, Italy Presence in +3,000 product EUR 7.8bn EV 25+ countries and tech dev. valuation for ► Unified response and one-point-of-contact for specialists Nets client Revenue EBITDA Operating cash flow EBITDA margin 2020E 2020E 2020E 2020E ► Buyer comfort in presented financials and support in establishing transaction related 1,820 995 820 54.7% EUR 2.9bn in EUR 1.5bn in EUR 170m in financials EURm EURm EURm revenue EBITDA estimated cash ► Flexible and agile response Pro forma financials, incl. SIA merger and related synergies synergies (pending completion of the deal) Transaction Trends 1st edition 2021 | 6
Contact list – EY Strategy and Transactions Strategy Transaction Diligence Corporate Finance Nicolai Strate Søren P. Krejler Lars Lyster Peter Vejlgaard Martin Wiig Nielsen Nicolai.Strate@dk.ey.com Søren.P.Krejler@dk.ey.com Lars.Lyster@dk.ey.com Peter.Vejlgaard@dk.ey.com Martin.Wiig.Nielsen@dk.ey.com +45 22 70 64 88 +45 25 29 37 26 +45 30 70 04 12 +45 20 40 80 41 +45 91 97 66 66 Morten Hvidt Frank Etmann Marcus Jacobsson Jon Skjernov Morten.Hvidt@dk.ey.com Frank.Etmann@dk.ey.com Marcus.Jacobsson@dk.ey.com Jon.Skjernov@dk.ey.com +45 25 29 35 69 +45 25 29 34 91 +45 51 58 29 31 +45 30 93 52 17 Mads K. Steensen Operations and Tech Transaction Tax Valuation, Modelling & Real Estate Mads.k.steensen@dk.ey.com +45 25 29 31 27 Anders L. Tuxen Carina Maria G. Korsgaard Michael Bruhn Jacob Erhardi Anders.L.Tuxen@dk.ey.com Carina.M.G.Korsgaard@dk.ey.com Michael.Bruhn@dk.ey.com Jacob.Erhardi@dk.ey.com +45 25 29 44 62 +45 25 29 37 64 +45 25 29 31 35 +45 25 29 39 05 Complete and integrated services covering preparation to closing Niclas H. Sonne Torben Hartz Peter Frische Niclas.H.Sonne@dk.ey.com Torben.Hartz@dk.ey.com Peter.Frische@dk.ey.com +45 25 29 39 97 +45 25 29 34 85 +45 28 19 66 77 Global reach and local presence with 16,000 transaction professionals Strategy Corporate Buy and Sell and Reshaping Finance Integrate Separate Results Transaction Trends 1st edition 2021 | 7
About this publication EY | Assurance | Tax | Strategy and Transactions | Consulting Transaction Trends is a quarterly publication that aims to identify trends in the Danish transactions market. Transactions covered in this publication are public and private transactions announced by all Danish companies, defined as a transaction where either About EY the buyer, target or vendor company is a Denmark based company. Public transactions are defined as transactions where either EY is a global leader in assurance, tax, transaction and advisory services. The the buyer, target or vendor company is listed on a public stock exchange. All other transactions have been classified as private. insights and quality services we deliver help build trust and confidence in the Domestic transactions are defined as transactions conducted within a national boundary, i.e. deals involving two or more capital markets and in economies the world over. We develop outstanding incumbent nationals, while cross border transactions involve companies from at least two different nationalities. Deal Value is leaders who team to deliver on our promises to all of our stakeholders. In so taken as the sum of the consideration paid by the acquirer for the equity stake in the target plus the value of the net debt in the doing, we play a critical role in building a better working world for our people, target, where applicable. Inclusion of net debt in the deal value will depend on the stake acquired or the target company type. for our clients and for our communities. Transaction Statistics are based on Mergermarket and EY data. Public market data are sourced from S&P Capital IQ and Nasdaq. EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate Transaction Trends is published by EY Strategy and Transactions. legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com. © 2021 EY Godkendt Revisionspartnerselskab CVR no. 30700228 All Rights Reserved. This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax, or other professional advice. Please refer to your advisors for specific advice. ey.com/dk
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