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Helping businesses raise, invest,
preserve and optimize capital




                                                                      Q3 2012
                                              Insights
                                              Calling
                                           the shots
                                        Lead strapline
                                                  Deutsche Telekom CFO
                                    Lead strapline supporting Höttges on
                                                   Timotheus copy line 1
                                    Lead strapline supporting copy line 2
                                                collaboration, innovation
                                                     and communication




                                               Metals and Mining line
                                                            Two M&A:
                                                            heading
                                                What the future holds

                                                    One line heading
                                                 Cross-border financing

                                               Poland: RisingTwo line
                                                             in the east
                                                             heading
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                                                   Helping businesses raise, invest,
                                                   preserve and optimize capital                                                 For Ernst & Young
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                                                                                                                                 Marketing Director: Leor Franks
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                                                                                                                                                                                                                                                                                               Broadening
                  g             Ra                                                                                               (lfranks@uk.ey.com)
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                                                                                                                                 (jhorsman@uk.ey.com)
                                                                                                                                 Consultant Editor: Richard Hall
                                                                                                                                 Digital Manager: Laura Hodges
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                                                                                                                                                                                                                                                                                                  horizons
                                                                                                                                 and Najet Zeggai

                                                                                                                                 For Remark
                                                                                                                                 Editor: Nick Cheek
                                                                                                                                 Assistant Editor: Sean Lightbown
                                                                                                                                 Head of Design: Jenisa Patel
                                                                                                                                 Production Manager: Felicity James                                                                                                               The quest for growth has seen many firms venture into new markets


                        Contributors
                                                                                                                                 EMEA Director: Simon Elliott
                                                                                                                                                                                                                                                                                  — and changing patterns in the direction of activity are becoming
                                                                                                                                 Contributor: Matthew Albert
                                                                                                                                 Capital Insights is published on behalf of
                                                                                                                                                                                                                                                                                  established. In Q2 2012, the value of global cross-border M&A rose
                                                                                                                                 Ernst & Young by Remark, the publishing                                                                                                          to its highest level since Q4 2010 while the volume of outbound M&A
                                                                                                                                 and events division of mergermarket Ltd,
                        Capital Insights would like to thank the following                                                       80 Strand, London, WC2R 0RL UK.                                                                                                                  from emerging markets jumped by 64% year on year.
                        business leaders for their contribution to this issue                                                    www.mergermarket.com/remark                                                                                                                          And we are seeing a growing trend for corporate collaboration as
                                                                                                                                                                                                                                                                                  more companies seek to expand while minimizing risks. This issue of
                                                                                                                                 Ernst & Young                                                                                                                                    Capital Insights examines these two complementary business trends.
                                                                                                                                 Assurance | Tax | Transactions | Advisory                                                                                                            Cross-border: as firms look beyond their own markets for growth,
                                                                                                                                 About Ernst & Young
                                                                                                                                                                                                                                                                                  we explore three countries in Eastern Europe that offer exciting
                                                                                                                                 Ernst & Young is a global leader in assurance, tax,                                                                                              opportunities (page 24). And we are very pleased to have an exclusive
                                                                                                                                 transaction and advisory services. Worldwide, our
                                                                                                                                 152,000 people are united by our shared values                                                                                                   interview with Poland’s former Prime Minister Jan Krzysztof Bielecki, who
                                                                                                                                 and an unwavering commitment to quality. We
                                                                                                                                 make a difference by helping our people, our clients                                                                                             examines the political and regulatory background for M&A in the country.
                                                                                                                                 and our wider communities achieve their potential.
                                                                                                                                                                                                                                                                                      In addition, for those looking to raise capital, we investigate the
                                                                                                                                 Ernst & Young refers to the global organization
                                                                                                                                 of member firms of Ernst & Young Global
                                                                                                                                                                                                                                                                                  alternatives for cross-border fund-raising as banks retrench (page 20).
                        Steven Appelbaum           Stephen Benzikie        Brian Coulton            Timotheus Höttges
                                                                                                                                 Limited, each of which is a separate legal entity.                                                                                                   Collaboration: Deutsche Telekom CFO Timotheus Höttges tells us
                                                                                                                                 Ernst & Young Global Limited, a UK company
                        Professor                  Director                Global Emerging          Chief Financial Officer      limited by guarantee, does not provide services                                                                                                  how partnerships with other corporates and entrepreneurs are driving
                                                                                                                                 to clients. For more information about our
                        Department of              Pelham Bell Pottinger   Markets Strategist       Deutsche Telekom
                                                                                                                                 organization, please visit www.ey.com.                                                                                                           innovation and growth (page 14). Meanwhile, on page 34, we explore
                        Management                                         Legal & General
                        Concordia University                               Investment Management                                 About Ernst & Young’s Transaction Advisory                                                                                                       how businesses can work with shareholders to head off “activism” and to
                                                                                                                                 Services
                                                                                                                                 How organizations manage their capital agenda
                                                                                                                                                                                                                                                                                  channel shareholders’ passions positively. Combining the two threads of
                                                                                                                                 today will define their competitive position                                                                                                     this issue, on page 31, we show you why joint ventures can be vital tools
                                                                                                                                 tomorrow. We work with our clients to help
                                                                                                                                 them make better and more informed decisions                                                                                                     in overcoming cultural differences in cross-border M&A deals.
                                                                                                                                 about how they strategically manage capital
                                                                                                                                 and transactions in a changing world. Whether                                                                                                        When it comes to optimizing asset portfolios, we examine how
                                                                                                                                                                                                                                                                                  companies are refocusing and divesting in the metals and mining sector




                                                                                                                                                                                            All data in Capital Insights is correct at 1 September 2012 unless otherwise stated
                                                                                                                                 you’re preserving, optimizing, raising or investing
                                                                                                                                 capital, Ernst & Young’s Transaction Advisory
                                                                                                                                 Services bring together a unique combination of                                                                                                  (page 10), and regular columnist Dave Murray discusses whether now is
                                                                                                                                 skills, insight and experience to deliver tailored
                                                                                                                                 advice attuned to your needs – helping you drive                                                                                                 the right time to diversify or rationalize your business (page 7).
                                                                                                                                 competitive advantage and increased shareholder
                                                                                                                                 returns through improved decision making across
                                                                                                                                                                                                                                                                                      In these tough times, corporates that strive for expansion can no
                        Mark Hutchinson            Richard Lewis           Michal Mravinač          Liz Murrall                  all aspects of your capital agenda.                                                                                                              longer afford to be standalone or purely domestic in focus. For those
                                                   Chairman
                        Head of Alternative
                                                   Richard Lewis
                                                                           Director for UK and      Director, Corporate          © 2012 EYGM Limited. All Rights Reserved.                                                                                                        looking to raise, invest, preserve and optimize capital, I believe that
                        Credit                                             Ireland                  Governance and
                        M&G Investments            Communications          CzechInvest              Reporting, Investment
                                                                                                                                 EYG no. DE0356                                                                                                                                   crossing borders and collaborating are the way forward. I hope this issue
                                                                                                    Management Association       This publication contains information in summary
                                                                                                                                 form and is therefore intended for general guidance
                                                                                                                                                                                                                                                                                  of Capital Insights points you in the right direction.
                                                                                                                                 only. It is not intended to be a substitute for detailed
                                                                                                                                 research or the exercise of professional judgment.
                                                                                                                                 Neither EYGM Limited nor any other member of the
                                                                                                                                 global Ernst & Young organization can accept any
                                                                                                                                 responsibility for loss occasioned to any person acting
                                                                                                                                 or refraining from action as a result of any material
                                                                                                                                 in this publication. On any specific matter, reference
                                                                                                                                 should be made to the appropriate advisor.
                                                                                                                                                                                                                                                                                                                                                       Joachim Spill
                                                                                                                                 The opinions of third parties set out in this
                                                                                                                                 publication are not necessarily the opinions of the                                                                                                                                     Transaction Advisory Services Leader, EMEIA
                                                                                                                                 global Ernst & Young organization or its member
                                                                                                                                                                                                                                                                                                               (Europe, Middle East, India and Africa) at Ernst & Young
                                                                                                                                 firms. Moreover, they should be viewed in the context
                        Jan Krzysztof Bielecki     Wojciech Pytel          Christoph van der Elst   Peter Williamson             of the time they were expressed.
                                                                                                                                                                                                                                                                                      If you have any feedback or questions, please email joachim@capitalinsights.info
                        Head of the Economic       Member of the           Professor of             Professor of International   www.ey.com/Services/Transactions
                        Council to the Polish      Management Board        Business Law             Management                                                                                                                                                                       For more insights, visit www.capitalinsights.info where you can find our latest
                                                                                                                                 ED 0113
                        Prime Minister             Polkomtel               Tilburg University       Judge Business School                                                                                                                                                            thought leadership including our market-leading Capital Confidence Barometer.




Capital Insights from the Transaction Advisory Services practice at Ernst & Young                                                                                                                                                                                                                            www.capitalinsights.info | Issue 4 | Q3 2012 | 3
Alamy/Gregory Wrona




                                                                                                                                                                                                      24
                                                                                                                                                                                                                                                            For further insights, visit
                                                                                                                                                                                                                                                            www.capitalinsights.info
                                                 Insights                                                                                                                                                                                                       or download our app




          Regulars
                                06
                          Headlines
    Global transactions news and how it affects you
                                                                                                                                                                                                                    34
                                07

                                                                              Getty Images/Stone/Duane Rieder
                        The real deal




                                                                                                                31
  Dave Murray discusses how optimizing portfolios
  by rationalizing or diversifying can aid businesses

                                08
                  Transaction insights




                                                                                                                                                                      10
     A look at the rising trend in hostile takeovers

                                30
                  The PE perspective
    Sachin Date explores the globalization of private
                                                                                                                                                                                                                                                                           Getty Images/Veta/Andrew Rich
     equity and its spread into developing markets

                                38                                                                                                                                    Getty Images/Flickr/jjguisado

                     Moeller’s corner
 M&A Professor Scott Moeller explains how heeding


                                                                                                                Features
    shareholders’ advice can reap rich rewards

                                39
                     Further insights
         More insights on how to raise, invest,                                                                 10   Extracting value                                 24        Eastern promise                              31   Dealing with difference
          preserve and optimize your capital                                                                         Recent high-profile deals in the metals and                As companies continually search for new           Culture clashes have an infamous history of
                                                                                                                     mining sector have hit the headlines. However,             sources of growth, Poland, Ukraine and the        disrupting M&A deals. How can your company
                                                                                                                     a closer look at the sector reveals new trends             Czech Republic could provide opportunities        manage social, corporate and linguistic
                                                                                                                     with big implications for others.                          for deal-makers.                                  differences to ensure a successful transaction?

                                                                                                                14   Cover story: Calling the shots                   28        In pole position                             34   Driving change
                                                                                                                     Deutsche Telekom CFO Timotheus Höttges                     Former Polish Prime Minister Jan Krzysztof        Shareholder activism is on the rise across
                                                                                                                     explains how the company is negotiating                    Bielecki tells Capital Insights how his           the globe. Capital Insights explores how a
                                                                                                                     turbulent and heavily regulated markets,                   country’s growth has been driven, and what        potential investor revolt can be turned into
                                                                                                                     while also looking for new opportunities.                  it plans to do to stay ahead of the pack.         constructive stakeholder collaboration.




1
                                                                                                                20   Withdrawal symptoms
        Ernst & Young – recognized by
                                                                                                                     With banks reining in their cross-border
#
        mergermarket as top of the European
        league tables for accountancy advice                                                                         lending activity, what alternatives are out
        on transactions in calendar year 2011*                                                                       there for corporates looking to raise capital
        *As run on 11 January 2012                                                                                   for their businesses?



Capital Insights from the Transaction Advisory Services practice at Ernst & Young                                                                                                                                                                 www.capitalinsights.info | Issue 4 | Q3 2012 | 5
Dave Murray

                                                                                              Headlines                                                                                                                                                                                                                                                                             The real deal


                                                                                              Getting smart on start-ups                                                                                 East side story
                                                                                              Deals for technology start-ups are very much to                                                            Corporates and private equity (PE) alike are




                                                                                                                                                                                                                                                                                                                                Making or
                                                                                              the fore at the moment. In May, computer firm                                                              waking up to the potential of the Central and
                                                                                              Oracle bought social-media marketing business                                                              Eastern Europe (CEE) region. In August, NYSE-
                                                                                              Vitrue for US$300m. Two months later, in July,                                                             listed WNS Holdings, a global business services
                                                                                              it acquired social marketing company Involver                                                              provider, opened a new delivery centre in




                                                                                                                                                                                                                                                                                                                                breaking
                                                                                              and network vendor Xsigo for undisclosed                                                                   Gdynia, Poland, to service clients across Europe
                                                                                              amounts in separate deals. Meanwhile, in                                                                   and Asia. Meanwhile, earlier this year, Chinese
                                                                                              the same month, Google bought marketing                                                                    Deputy Premier Li Keqiang signed deals worth
                                                                                              start-up Wildfire for a reported US$250m.                                                                  over US$16b in Russia and Hungary. Also from
                                                                                              A July 2012 survey from print services com-                                                                China, shipping giant COSCO has shown interest
                                                                                              pany RR Donnelley also highlighted the focus         A comeback for IPOs?                                  in the Croatian port of Rijeka (pictured below).
                                                                                              on buying tech start-ups. Respondents noted          While certain high-profile initial public offerings   PE activity is also on the rise. Figures released
                                                                                              that the “stratospheric valuations” of relatively    (IPOs) have underperformed of late, it appears        in August from the Emerging Markets Private
                                                                                              young companies mean “both financial and             that companies are still looking to go public as      Equity Association show that PE fund-raising
                                                                                              strategic buyers are looking to buy early in         a key way to raise capital. IPO activity world-       in CEE hit US$2.6b in H1 2012, nearly double
                                                                                              hope of a big payday.”                               wide increased in Q2 2012, according to a new         the total for 2011. Deal-makers should look         When it comes to optimizing asset portfolios, corporates can choose a strategy
                                                                                                                                                   Ernst & Young report. The latest Global IPO
                                                                                                                                                   Update shows that 206 deals raised US$41.8b
                                                                                                                                                                                                         eastward, with Poland a stand-out destination.
                                                                                                                                                                                                         For more on Eastern Europe, see page 24.
                                                                                                                                                                                                                                                             of rationalization or diversification, but knowing which way to turn can be tricky
                                                                                                                                                   in the second quarter, a respective 5% and




                                                                                                                                                                                                                                                             A
                                                                                                                                                   141% increase on Q1 2012. Japan is seeing a                                                                             ny personal finance advisor will      grows, businesses may want more control           climate, finding a buyer, at the right price,
                                                                                                                                                   rash of IPO activity — particularly from its air-                                                                       tell you that the key to limiting     over their supplier base. This could de-risk      can be tough. Despite the fact that large
                                                                                                                                                   lines. In July, All Nippon Airways (ANA) raised                                                                         investment risk is diversification.   operations, with companies buying suppliers       companies are sitting on an estimated
                                                                                                                                                   around US$2.1b while Japan Airlines (JAL) is                                                                            Sadly, for corporates, it’s not       and adding them to the core business. In          US$7.8t, according to Standard & Poor’s,
                                                                                                                                                   aiming to relist on the Tokyo Stock Exchange in                                                           that simple. With growth in many developed          addition, companies may diversify to gain         bidders are unwilling to acquire assets at a
                                                                                                                                                   a bid to generate US$8.5b. However, compa-                                                                markets stagnating, companies need to               entry to growing markets. This has been           premium if they feel they can buy the target
cl Getty Images/Bloomberg/Jason Alden tc Getty Images/Stephen Brashear cr Shutterstock/Krkr




                                                                                                                                                   nies need to be fully prepared before they float.                                                         ask themselves whether now is the time to           the case with PepsiCo and the Campbell            for a bargain price. And sellers do not want
                                                                                                                                                   The next issue of Capital Insights will carry an                                                          rationalize or diversify their businesses.          Soup Company, which have recently bought          to be seen by key stakeholders as shedding
                                                                                                                                                   in-depth investigation of IPO readiness.                                                                       At present, the trend seems to be              healthy options brands to expand their reach.     assets in what can amount to a ‘fire sale’.
                                                                                                                                                                                                                                                             very sector specific. In oil and gas, for                As for those looking to refocus, the              Those considering diversification need
                                                                                                                                                                                                                                                             example, we’ve seen rationalization. Major          emphasis should be on core competencies           to find the right assets, get the best value
                                                                                                                                                   PE assets hit new record                              Payback time for investors                          organizations such as Shell and ExxonMobil          and divesting those areas that are giving         and work on a solid integration plan. Yet,
                                                                                                                                                   Assets managed by the private equity (PE)             It’s a bumper time for shareholder dividends.       are divesting downstream operations in              lower-than-average returns, so they               traditionally, a diversified business may suffer
                                                                                              A call to action                                     industry have hit new heights. They reached           Firms worldwide are paying out record amounts       order to reinvest in core services such as          can reinvest in higher-returning assets.          in the markets. Stock markets historically
                                                                                              New research has identified the top 10               US$3t in value last year, according to Preqin.        in dividends, according to new data. Analysis       exploration and oil field services.                 Corporates are looking at the relative            discount conglomerates while rewarding
                                                                                              obstacles that those in the telecommunications       The data firm also said that the number of            by share registration services provider Capita           However, we have seen a move toward            profitability of the business, even if it means   those with a tighter focus. However, data from
                                                                                              industry need to overcome. A report from             assets managed by the industry grew 9% from           Registrars has revealed that UK companies re-       diversification in the food and beverage            selling off a key part of the company. Dutch      the Leipzig Graduate School of Management
                                                                                              Ernst & Young has revealed that the inability        December 2010 to December 2011.                       warded shareholders with payouts worth £22.6b       sectors as companies try to gain rapid              firm CSM, the world’s largest supplier to         has shown that this “conglomerate discount”
                                                                                              to capitalize on new connectivity tools, uncer-      Bronwyn Williams, Preqin’s Manager of Perfor-         (US$36b) between April and June this year,          growth outside of their core business and           bakeries, announced in May that it would          is shrinking. Between 2008 and 2009, the
                                                                                              tainty on new-market regulation and unclear          mance Data, said the figures indicate that PE         beating the £22b (US$35b) record for the same       markets. Kellogg is a prime example of this         divest its larger bakeries businesses to          discount significantly decreased across the
                                                                                              security responsibility to customers are among       “continues to be attractive,” and that                period in 2000. In the US, Standard & Poor’s        trend. In February, the breakfast cereal giant      concentrate on its more profitable, yet           US and UK. While in Asia, conglomerates now
                                                                                              the 10 key challenges facing communications          “faith remains that PE fund managers can still        Dow Jones indices said that net dividend rises      bought the Pringles chip brand from Procter         smaller, bio-ingredients business.                command a market premium.
                                                                                              companies. Other sectors should also take            deliver these returns.” Though the figures are        totaled an all-time high of US$12b in Q2 2012.      & Gamble for US$2.7b. Kellogg viewed this                However, before companies embark on               Firms should undergo a thorough health
                                                                                              note as The top 10 risks in telecommunications       positive, PE is continuing to search for new          Meanwhile, in Russia, new legislation coming into   acquisition as a way to drive global growth         either strategy, they need to be aware of         check before deciding which strategy to take.
                                                                                              2012 survey highlights a lack of organizational      sources of growth in secondary markets.               force at the end of the year will compel firms      for its predominantly US snack business             the challenges. When businesses start to          With the competition for growth intensifying,
                                                                                              flexibility and poor M&A and partnership strate-     This is demonstrated by the tripling of PE            to up their mandatory dividend distribution level   rather than go through the pain of growing          rationalize, they should get assets targeted      when it comes to optimizing capital,
                                                                                              gies as key pitfalls — risks which can cut across    investments in Africa to US$3b in 2011,               to 25% of earnings. It would seem that, at a time   their own operations organically in the same        for divestment into a saleable state. These       businesses need to make the right move.
                                                                                              all business areas. For a full copy of the report,   according to Mthuli Ncube, Chief Economist            when companies are sitting on US$7.8t,              markets they sell cereals.                          assets are often intertwined, so management       Dave Murray is EMEIA Markets Leader,
                                                                                              visit www.capitalinsights.info. And for an           of the African Development Bank. For more             according to Standard & Poor’s, keeping inves-           A company may look at diversifying in          needs to consider the costs of separation.        Transaction Advisory Services, Ernst & Young.
                                                                                              exclusive interview with Deutsche Telekom            on PE manoeuvres in emerging markets,                 tors happy is all important. For more on share-     order to de-risk the business or to increase             Structurally, the company may need to        For further insight, please email
                                                                                              CFO Timotheus Höttges, see page 14.                  see page 30.                                          holder engagement, see pages 34 and 38.             growth. For example, as supply chain risk           carve the business out. And in the current        dave@capitalinsights.info




                                                                                              Capital Insights from the Transaction Advisory Services practice at Ernst & Young                                                                                                                                                                              www.capitalinsights.info | Issue 4 | Q3 2012 | 7
Failed vs. completed deals, 2007-12 (Figure 2)

                                                                                                                                                                                                                           y2007   2007                                          41% 59%

                                                                                                                                                                                                                           y2008   2008                                           42% 58%




                                                                                                                                                                                         Completed
                                       Transaction
                                                                                                                                                                                                                           y2009




                                                                                                                                                                                                                                                                                                                                                                              Failed
                                                                                                                                                                                                                                   2009                                                            52% 48%

                                                                                                                                                                                                                           y2010   2010                                                           51% 49%

                                                                                                                                                                                                                           y2011   2011                                                            52% 48%

                                                                                                                                                                                                                           y2012   2012                              33% 67%
                                                                                                                                                                                                                               0                        20                        40                              60                        80                        100




                                       insights
                                                                                                                                                                                                                                                                                            Percentage of deals




                                                                                                                                                                                          Failed vs. completed deals in the top
                                                                                                                                                                                          five countries for hostile takeovers,                                                                                                                                       2
                                                                                                                                                                                                                                                                                                                                                                          5

                                                                                                                                                                                          2007-12 (Figure 3)                                                                                                                            9
                                                                                                                                                                                          HTs can be affected by regional factors.
                                                                                                                                                                                                                                                                                 Australia                                     UK                            Norway




                                                                                                                                                                                                                                                                                                                                            14
                                                                                                                                                                                          These include takeover codes and
                                       Key facts and figures from the world of M&A. This issue: Hostile takeovers                                                                         regulations, which differ substantially




                                                                                                                                                                                                                                                                                                         22
                                                                                                                                                                                          from country to country. In the UK, for
                                       Hostile takeover deals, 2007-12 (Figure 1)                                                                                                         example, the Takeover Panel reformed its
                                                                                                                                                                                          rules last year making HTs more difficult.




                                                                                                                                                                                                                                                                                                         31
                                                          40                                                                                                15
                                                                                                                                                                                          The figure, right, shows that, over the
                                                          35                                                                                                12                            last five years, the UK and Norway




                                                                                                                                                Number of deals
                                                                                                                                                                                          have completion rates comfortably
                                                                                                                                                                  9
                                                          30                                                                                                                              above the halfway mark, with 61%
                                                                                                                                                                  6                       and 71% respectively. In Canada,
                                                          25                                                                                                                              the completion rate for 39 HTs
                                                                                                                                                                                                                                                                                                        Canada                                   USA
                                        Number of deals




                                                                                                                                                                  3




                                                                                                                                                                                                                                                                                                                        12
                                                                                                                                                                                          since 2007 is just 35%. Corporates




                                                                                                                                                                                                                                                                                                                                                                 16
                                                          20
                                                                                                                                                                  0
                                                                                                                                                                       Q1     Q2
                                                                                                                                                                                          contemplating HTs therefore need not
                                                          15
                                                                                                                                                                      2012   2012         only to look at the prospective target




                                                                                                                                                                                                                                                                                                                         22
                                                                                                                                                                                          but also the regulatory framework of
                                                          10                                                                                                                              the country involved.

                                                           5                                                                                                                              Key




                                                                                                                                                                                                                                                                                                                                                             3
                                                                                                                                                                                                                                                                                                                                                         7
                                                                                                                                                                                                                           Completed Deals
                                                           0
                                                               H1     H2   H1     H2   H1     H2   H1     H2   H1    H2    H1                                                                                              Failed Deals
                                                                 2007        2008        2009        2010        2011 2012


                                       While the volume and value of overall global M&A may                             HTs may be on the rise, but the proportion of failed deals        Percentage of hostile takeovers completed in top five hostile takeover-prone                                                            Across the top five HT-prone industries,
                                       have fallen in H1 2012, hostile takeovers (HT) are making                   is also increasing. From 2009-2011, the number of completed            industries, 2007-2012 (Figure 4)                                                                                                        169 HTs have been attempted since 2007.
                                       a comeback. Hostile bid volumes, in which the bidder                        hostile deals outweighed failed ones; however, so far in 2012,                                      70                                                                                                         The difference in deal completion is not
                                       bypasses the target company’s board and appeals directly                    a bid of this nature is twice as likely to fail as it is to succeed                                                                                                                                            as varied as with countries (see figure 3),
                                       to shareholders, have risen by 54% in H1 2012 year on                       (see figure 2 for more details).                                                                    65                                                                                                         although the consumer sector stands out.
                                       year, according to mergermarket (see figure 1). In Q2 2012,                      Therefore, while these bids may be an attractive                                                                                                                                                          This is the only sector in the top five that
                                                                                                                                                                                                                       60
                                       bids also almost doubled quarter on quarter from 7 to                       proposition for corporate bidders and shareholders alike, both                                                                                                                                                 has witnessed more completed HTs than




                                                                                                                                                                                           Percentage of completed deals
                                       13 — the fastest rate of increase since 2008. Recent examples               should take into account that being ready for a failure is just as                                  55                                                                                                         failed ones since 2007, with 65% proving
                                       include GlaxoSmithKline’s US$3.6b takeover of Human                         important as preparing for completion. Meanwhile, targets                                                                                                                                                      successful. Of all the sectors, the energy,
                                       Genome Sciences.                                                            that are unwilling to be bought out can also take some heart                                        50                                                                                                         mining and utilities industry has had the




                                                                                                                                                                                                                                                                                                                                                                                       r all images iStock and Shutterstock
                                            Why is this happening? With the world’s top companies                  from this data.                                                                                                                                                                                                most HT bids, with 81 attempted takeovers,
                                                                                                                                                                                                                       45
                                       sitting on some US$7.8t, according to Standard & Poor’s,                         The failure rate of HTs may also be affected by factors such                                                                                                                                              yet it had a completion rate of only 44%.
                                       firms are certainly not short of capital, and with stock                    as geography and industry. Since 2007, less than a third (30%)                                                                                                                                                 The figures are good news for those in the
                                                                                                                                                                                                                       40
                                       markets depressing some targets’ values, this could                         of the 54 HTs in the US have ended in completion. For more                                                                                                                                                     consumer sector attempting HTs. However,
Source: mergermarket




                                       incentivize bidders to acquire targets at a bargain                         country and sector specific data, see figures 3 and 4.                                                                                                                                                         for those in the other top four sectors, the
                                                                                                                                                                                                                       35
                                       price — a feature of many hostile bids.                                          So, could this rise in HTs signal an upswing in M&A activity                                                                                                                                              data shows that HTs are not easy to bring
                                            This action is often driven by the bidder’s shareholders               in general? Only time will tell. But with so much money on                                          30
                                                                                                                                                                                                                                                                                                                                  to a successful conclusion, so corporates
                                       who are now demanding that companies use surplus capital to                 companies’ balance sheets and shareholders agitating for                                                        Consumer   Financial Services   Industrials         Energy, Mining             TMT
                                                                                                                                                                                                                                                                                                                                  in these sectors need to think particularly
                                       drive growth (for more on shareholder activism, see page 34).               greater value, the signs are certainly there.                                                                                                   & Chemicals           & Utilities                              carefully before going hostile.




                       Capital Insights from the Transaction Advisory Services practice at Ernst & Young                                                                                                                                                                                                                     www.capitalinsights.info | Issue 4 | Q3 2012 | 9
Optimizing

                                                                                                                                                                                                                                                                                                              Investing




                                Extracting
                                                                          value
                                                                          Some recent high-profile metals and mining deals may
                                                                          have grabbed headlines, but closer scrutiny reveals new
                                                                                                                                                                                        However, it would be wrong to suggest that raw materials
                                                                                                                                                                                    suppliers are standing at a cliff edge. Peter Williamson,
                                                                                                                                                                                    Professor of International Management at Cambridge
                                                                                                                                                                                    University’s Judge Business School, has studied China’s
                                                                                                                                                                                    investment in infrastructure. He has compared China’s
                                                                                                                                                                                    current spending with that of countries such as Germany and
                                                                                                                                                                                    Japan when their economies were at a similar stage, and he
                                                                                                                                                                                    sees no sign of the bubble bursting.
                                                                                                                                                                                                                                                     Top metals and mining M&A deals (2012)
                                                                                                                                                                                                                                                     Completion
                                                                                                                                                                                                                                                           JAN
                                                                                                                                                                                                                                                           2012

                                                                                                                                                                                                                                                           FEB
                                                                                                                                                                                                                                                           2012
                                                                                                                                                                                                                                                                    Target

                                                                                                                                                                                                                                                                    Nord Gold


                                                                                                                                                                                                                                                                    European Goldfields
                                                                                                                                                                                                                                                                                          Buyer

                                                                                                                                                                                                                                                                                          Severstal


                                                                                                                                                                                                                                                                                          Eldorado Gold
                                                                                                                                                                                                                                                                                                               Deal value

                                                                                                                                                                                                                                                                                                                US$2.7b


                                                                                                                                                                                                                                                                                                                US$2.3b
                                                                          trends that have big implications for other corporates                                                        Nevertheless, the prospect of even a moderate softening            MAR
                                                                                                                                                                                    in global prices looks set to have a tangible impact on the            2012     Quandra FNX           KGHM Polska Miedz     US$2.2b
                                                                                                                                                                                    mining sector. For one thing, just the idea of lower demand,




                                                T
                                                            he well-documented negotiations between                strategic acquisitions at a time when valuations are low.        even in the short term, could scare the markets and put          Source: mergermarket
                                                            commodities trader Glencore and diversified            Meanwhile, the same conditions are also seen as driving          pressure on share prices. “By its nature, the industry tends
                                                            mining group Xstrata have overshadowed much            divestment by businesses seeking to optimize portfolios.         to work to very long-term horizons,” says Downham. “But
                                                            of the M&A activity in the metals and mining           But if the fiery economic backdrop has created an appetite       in contrast, the markets have very short-term horizons.”
                                                industry during 2012. Any deal aimed at creating a business        for deal-making, the level of activity is being tempered by      Concern in the markets is borne out by a fall of around
                                                with a market value of around US$90b will dominate                 market uncertainty.                                              14.4% in the FTSE Mining Index between January and
                                                the headlines.                                                                                                                      August this year, as investors factored in falling metals
                                                    But there has been volatile M&A activity and interest          A changing landscape                                             prices and rising costs.
                                                elsewhere in the metals and mining sector. Figures from            The last few months have seen a marked change in the global          Clearly, falling prices put pressure on margins. According
                                                Ernst & Young’s Mergers, acquisitions and capital raising in the   economic landscape. Despite an unappealing patchwork of          to Downham, such pressure is prompting companies to look
                                                mining and metals sector — 1H 2012 report show a slowing           below-par growth, stagnation and contraction across Europe       at their portfolios and consider ways and means to optimize
                                                in activity, with the number of deals in H1 2012 falling to        and a subdued recovery in the US, raw materials providers        assets, notably through divestment. “If you can realize value
                                                470 from 580 last year, while the value of deals was just over     could rely on growing demand from emerging markets to            from the sale of non-core assets, then in the current climate
                                                US$55b — 38% down on H1 2011’s value. However, the first           keep shareholders happy. So, when the second quarter             that may be a sensible thing to do.”
                                                three months of 2012 saw mining companies completing no            figures revealed that China’s growth had slowed to
                                                fewer than 10 deals with a value of US$1b or more, including       7.6% from 8.1% in the first three months of the year,            Getting to the core
                                                Canada’s Pan American Silver Corp’s US$1.49b acquisition of        worry increased.                                                 In July, Brazilian iron ore miner Vale sold its European
                                                exploration company Minefinders in March.                               The concern is rooted in hard numbers. For instance, in     manganese business to Glencore for US$160m, while
                                                    According to Lee Downham, Ernst & Young’s Global               June of this year, Australia’s Bureau of Resources and Energy    Australian-based BHP Billiton announced in May that it
                                                Mining and Metals Transaction Leader, there is a continuing        Economics estimated that iron ore prices would average           planned to optimize and simplify its portfolio further by
                                                appetite for deal-making, despite volatile markets and             US$136 a metric ton in 2012 compared with US$153 in              selling its Ekati diamond mine.
                                                ongoing economic uncertainty. “There is a strong pipeline,”        2011. Shipments from the country were also expected to fall           Moves to focus on core businesses are nothing new,
                                                he says. “Miners are increasingly unwilling to sit out the         to 479m tons, from March’s estimate of 493m. Slower growth       according to Abby Ghobadian, Professor of Leadership
                                                volatility and are prepared to act opportunistically and           in China was seen as the main contributor to the decline.        Studies at Henley Business School. He cites the example
                                                strategically. Robust long-term demand fundamentals and                 According to a briefing published by Legal & General        of Anglo American which, in 2009, created a new
                                                strong balance sheets will drive deal activity through 2012.”      Investment Management (LGIM) earlier this year, growth           group structure arched across seven key commodities
                                                    As Downham observes, the logic underpinning the                in these countries has been driven by capital investment,        businesses — namely platinum, copper, nickel,
                                                proposed Glencore-Xstrata merger arguably says little about        fuelled by a high level of savings at home. As these economies   metallurgical coal, iron, thermal coal and diamonds. In
                                                the factors driving deals elsewhere in the sector. “It’s a         mature and domestic consumption rises, investment will fall      tandem with the group restructuring, Anglo set about
                                                unique transaction with characteristics that are unlikely to be    back, slowing the rate of growth. This trend will have major     a US$3.3b divestment program that saw the company
                                                replicated in other deals and also brings together a company       implications for commodities suppliers.                          exiting its paper and packaging business and selling a
                                                with significant marketing activities with a major diversified          As LGIM strategist Brian Coulton observed: “The big         range of mining assets.
Getty Images/Flickr/jjguisado




                                                producer,” he says. “I don’t think we’ll know for some time        change over the next 10 years will be a sharp decline in              So how are the diversified mining giants defining which
                                                whether the deal will have a wider impact on the thinking of       investment growth. In the last decade, Chinese and Indian        assets are core and non-core? “The big issue is scalability,”
                                                mining and metals companies.”                                      consumers have foregone a rising share of income to fund         says Downham. “If you look at recent announcements,
                                                    Of more immediate concern is the state of the global           growth. But, in the next decade, this pattern is likely to       both BHP Billiton and Rio Tinto have put their diamond
                                                economy and the perennial issue of securing sources of             be reversed. If the last decade was the story of BRICS as        operations up for strategic review, neither of which are
                                                supply. On the buy side, volatile markets and depressed            producers, the next decade will be the story of BRICS as         considered to have the same scalability as, say, copper
                                                share prices are allowing mining companies to make                 consumers. The effects will be felt across the globe.”           or iron ore.”




                                Capital Insights from the Transaction Advisory Services practice at Ernst & Young                                                                                                                                                                                                           11
EY Capital Insights Q3 2012
EY Capital Insights Q3 2012
EY Capital Insights Q3 2012
EY Capital Insights Q3 2012
EY Capital Insights Q3 2012
EY Capital Insights Q3 2012
EY Capital Insights Q3 2012
EY Capital Insights Q3 2012
EY Capital Insights Q3 2012
EY Capital Insights Q3 2012
EY Capital Insights Q3 2012
EY Capital Insights Q3 2012
EY Capital Insights Q3 2012
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EY Capital Insights Q3 2012

  • 1. Helping businesses raise, invest, preserve and optimize capital Q3 2012 Insights Calling the shots Lead strapline Deutsche Telekom CFO Lead strapline supporting Höttges on Timotheus copy line 1 Lead strapline supporting copy line 2 collaboration, innovation and communication Metals and Mining line Two M&A: heading What the future holds One line heading Cross-border financing Poland: RisingTwo line in the east heading
  • 2. ng Op vi ti er m es iz Pr in g Helping businesses raise, invest, preserve and optimize capital For Ernst & Young In st ve Marketing Director: Leor Franks in i ngsi Broadening g Ra (lfranks@uk.ey.com) Program Director: James Horsman (jhorsman@uk.ey.com) Consultant Editor: Richard Hall Digital Manager: Laura Hodges Design Consultants: David Hale, Henri Yan horizons and Najet Zeggai For Remark Editor: Nick Cheek Assistant Editor: Sean Lightbown Head of Design: Jenisa Patel Production Manager: Felicity James The quest for growth has seen many firms venture into new markets Contributors EMEA Director: Simon Elliott — and changing patterns in the direction of activity are becoming Contributor: Matthew Albert Capital Insights is published on behalf of established. In Q2 2012, the value of global cross-border M&A rose Ernst & Young by Remark, the publishing to its highest level since Q4 2010 while the volume of outbound M&A and events division of mergermarket Ltd, Capital Insights would like to thank the following 80 Strand, London, WC2R 0RL UK. from emerging markets jumped by 64% year on year. business leaders for their contribution to this issue www.mergermarket.com/remark And we are seeing a growing trend for corporate collaboration as more companies seek to expand while minimizing risks. This issue of Ernst & Young Capital Insights examines these two complementary business trends. Assurance | Tax | Transactions | Advisory Cross-border: as firms look beyond their own markets for growth, About Ernst & Young we explore three countries in Eastern Europe that offer exciting Ernst & Young is a global leader in assurance, tax, opportunities (page 24). And we are very pleased to have an exclusive transaction and advisory services. Worldwide, our 152,000 people are united by our shared values interview with Poland’s former Prime Minister Jan Krzysztof Bielecki, who and an unwavering commitment to quality. We make a difference by helping our people, our clients examines the political and regulatory background for M&A in the country. and our wider communities achieve their potential. In addition, for those looking to raise capital, we investigate the Ernst & Young refers to the global organization of member firms of Ernst & Young Global alternatives for cross-border fund-raising as banks retrench (page 20). Steven Appelbaum Stephen Benzikie Brian Coulton Timotheus Höttges Limited, each of which is a separate legal entity. Collaboration: Deutsche Telekom CFO Timotheus Höttges tells us Ernst & Young Global Limited, a UK company Professor Director Global Emerging Chief Financial Officer limited by guarantee, does not provide services how partnerships with other corporates and entrepreneurs are driving to clients. For more information about our Department of Pelham Bell Pottinger Markets Strategist Deutsche Telekom organization, please visit www.ey.com. innovation and growth (page 14). Meanwhile, on page 34, we explore Management Legal & General Concordia University Investment Management About Ernst & Young’s Transaction Advisory how businesses can work with shareholders to head off “activism” and to Services How organizations manage their capital agenda channel shareholders’ passions positively. Combining the two threads of today will define their competitive position this issue, on page 31, we show you why joint ventures can be vital tools tomorrow. We work with our clients to help them make better and more informed decisions in overcoming cultural differences in cross-border M&A deals. about how they strategically manage capital and transactions in a changing world. Whether When it comes to optimizing asset portfolios, we examine how companies are refocusing and divesting in the metals and mining sector All data in Capital Insights is correct at 1 September 2012 unless otherwise stated you’re preserving, optimizing, raising or investing capital, Ernst & Young’s Transaction Advisory Services bring together a unique combination of (page 10), and regular columnist Dave Murray discusses whether now is skills, insight and experience to deliver tailored advice attuned to your needs – helping you drive the right time to diversify or rationalize your business (page 7). competitive advantage and increased shareholder returns through improved decision making across In these tough times, corporates that strive for expansion can no Mark Hutchinson Richard Lewis Michal Mravinač Liz Murrall all aspects of your capital agenda. longer afford to be standalone or purely domestic in focus. For those Chairman Head of Alternative Richard Lewis Director for UK and Director, Corporate © 2012 EYGM Limited. All Rights Reserved. looking to raise, invest, preserve and optimize capital, I believe that Credit Ireland Governance and M&G Investments Communications CzechInvest Reporting, Investment EYG no. DE0356 crossing borders and collaborating are the way forward. I hope this issue Management Association This publication contains information in summary form and is therefore intended for general guidance of Capital Insights points you in the right direction. only. It is not intended to be a substitute for detailed research or the exercise of professional judgment. Neither EYGM Limited nor any other member of the global Ernst & Young organization can accept any responsibility for loss occasioned to any person acting or refraining from action as a result of any material in this publication. On any specific matter, reference should be made to the appropriate advisor. Joachim Spill The opinions of third parties set out in this publication are not necessarily the opinions of the Transaction Advisory Services Leader, EMEIA global Ernst & Young organization or its member (Europe, Middle East, India and Africa) at Ernst & Young firms. Moreover, they should be viewed in the context Jan Krzysztof Bielecki Wojciech Pytel Christoph van der Elst Peter Williamson of the time they were expressed. If you have any feedback or questions, please email joachim@capitalinsights.info Head of the Economic Member of the Professor of Professor of International www.ey.com/Services/Transactions Council to the Polish Management Board Business Law Management For more insights, visit www.capitalinsights.info where you can find our latest ED 0113 Prime Minister Polkomtel Tilburg University Judge Business School thought leadership including our market-leading Capital Confidence Barometer. Capital Insights from the Transaction Advisory Services practice at Ernst & Young www.capitalinsights.info | Issue 4 | Q3 2012 | 3
  • 3. Alamy/Gregory Wrona 24 For further insights, visit www.capitalinsights.info Insights or download our app Regulars 06 Headlines Global transactions news and how it affects you 34 07 Getty Images/Stone/Duane Rieder The real deal 31 Dave Murray discusses how optimizing portfolios by rationalizing or diversifying can aid businesses 08 Transaction insights 10 A look at the rising trend in hostile takeovers 30 The PE perspective Sachin Date explores the globalization of private Getty Images/Veta/Andrew Rich equity and its spread into developing markets 38 Getty Images/Flickr/jjguisado Moeller’s corner M&A Professor Scott Moeller explains how heeding Features shareholders’ advice can reap rich rewards 39 Further insights More insights on how to raise, invest, 10 Extracting value 24 Eastern promise 31 Dealing with difference preserve and optimize your capital Recent high-profile deals in the metals and As companies continually search for new Culture clashes have an infamous history of mining sector have hit the headlines. However, sources of growth, Poland, Ukraine and the disrupting M&A deals. How can your company a closer look at the sector reveals new trends Czech Republic could provide opportunities manage social, corporate and linguistic with big implications for others. for deal-makers. differences to ensure a successful transaction? 14 Cover story: Calling the shots 28 In pole position 34 Driving change Deutsche Telekom CFO Timotheus Höttges Former Polish Prime Minister Jan Krzysztof Shareholder activism is on the rise across explains how the company is negotiating Bielecki tells Capital Insights how his the globe. Capital Insights explores how a turbulent and heavily regulated markets, country’s growth has been driven, and what potential investor revolt can be turned into while also looking for new opportunities. it plans to do to stay ahead of the pack. constructive stakeholder collaboration. 1 20 Withdrawal symptoms Ernst & Young – recognized by With banks reining in their cross-border # mergermarket as top of the European league tables for accountancy advice lending activity, what alternatives are out on transactions in calendar year 2011* there for corporates looking to raise capital *As run on 11 January 2012 for their businesses? Capital Insights from the Transaction Advisory Services practice at Ernst & Young www.capitalinsights.info | Issue 4 | Q3 2012 | 5
  • 4. Dave Murray Headlines The real deal Getting smart on start-ups East side story Deals for technology start-ups are very much to Corporates and private equity (PE) alike are Making or the fore at the moment. In May, computer firm waking up to the potential of the Central and Oracle bought social-media marketing business Eastern Europe (CEE) region. In August, NYSE- Vitrue for US$300m. Two months later, in July, listed WNS Holdings, a global business services it acquired social marketing company Involver provider, opened a new delivery centre in breaking and network vendor Xsigo for undisclosed Gdynia, Poland, to service clients across Europe amounts in separate deals. Meanwhile, in and Asia. Meanwhile, earlier this year, Chinese the same month, Google bought marketing Deputy Premier Li Keqiang signed deals worth start-up Wildfire for a reported US$250m. over US$16b in Russia and Hungary. Also from A July 2012 survey from print services com- China, shipping giant COSCO has shown interest pany RR Donnelley also highlighted the focus A comeback for IPOs? in the Croatian port of Rijeka (pictured below). on buying tech start-ups. Respondents noted While certain high-profile initial public offerings PE activity is also on the rise. Figures released that the “stratospheric valuations” of relatively (IPOs) have underperformed of late, it appears in August from the Emerging Markets Private young companies mean “both financial and that companies are still looking to go public as Equity Association show that PE fund-raising strategic buyers are looking to buy early in a key way to raise capital. IPO activity world- in CEE hit US$2.6b in H1 2012, nearly double hope of a big payday.” wide increased in Q2 2012, according to a new the total for 2011. Deal-makers should look When it comes to optimizing asset portfolios, corporates can choose a strategy Ernst & Young report. The latest Global IPO Update shows that 206 deals raised US$41.8b eastward, with Poland a stand-out destination. For more on Eastern Europe, see page 24. of rationalization or diversification, but knowing which way to turn can be tricky in the second quarter, a respective 5% and A 141% increase on Q1 2012. Japan is seeing a ny personal finance advisor will grows, businesses may want more control climate, finding a buyer, at the right price, rash of IPO activity — particularly from its air- tell you that the key to limiting over their supplier base. This could de-risk can be tough. Despite the fact that large lines. In July, All Nippon Airways (ANA) raised investment risk is diversification. operations, with companies buying suppliers companies are sitting on an estimated around US$2.1b while Japan Airlines (JAL) is Sadly, for corporates, it’s not and adding them to the core business. In US$7.8t, according to Standard & Poor’s, aiming to relist on the Tokyo Stock Exchange in that simple. With growth in many developed addition, companies may diversify to gain bidders are unwilling to acquire assets at a a bid to generate US$8.5b. However, compa- markets stagnating, companies need to entry to growing markets. This has been premium if they feel they can buy the target cl Getty Images/Bloomberg/Jason Alden tc Getty Images/Stephen Brashear cr Shutterstock/Krkr nies need to be fully prepared before they float. ask themselves whether now is the time to the case with PepsiCo and the Campbell for a bargain price. And sellers do not want The next issue of Capital Insights will carry an rationalize or diversify their businesses. Soup Company, which have recently bought to be seen by key stakeholders as shedding in-depth investigation of IPO readiness. At present, the trend seems to be healthy options brands to expand their reach. assets in what can amount to a ‘fire sale’. very sector specific. In oil and gas, for As for those looking to refocus, the Those considering diversification need example, we’ve seen rationalization. Major emphasis should be on core competencies to find the right assets, get the best value PE assets hit new record Payback time for investors organizations such as Shell and ExxonMobil and divesting those areas that are giving and work on a solid integration plan. Yet, Assets managed by the private equity (PE) It’s a bumper time for shareholder dividends. are divesting downstream operations in lower-than-average returns, so they traditionally, a diversified business may suffer A call to action industry have hit new heights. They reached Firms worldwide are paying out record amounts order to reinvest in core services such as can reinvest in higher-returning assets. in the markets. Stock markets historically New research has identified the top 10 US$3t in value last year, according to Preqin. in dividends, according to new data. Analysis exploration and oil field services. Corporates are looking at the relative discount conglomerates while rewarding obstacles that those in the telecommunications The data firm also said that the number of by share registration services provider Capita However, we have seen a move toward profitability of the business, even if it means those with a tighter focus. However, data from industry need to overcome. A report from assets managed by the industry grew 9% from Registrars has revealed that UK companies re- diversification in the food and beverage selling off a key part of the company. Dutch the Leipzig Graduate School of Management Ernst & Young has revealed that the inability December 2010 to December 2011. warded shareholders with payouts worth £22.6b sectors as companies try to gain rapid firm CSM, the world’s largest supplier to has shown that this “conglomerate discount” to capitalize on new connectivity tools, uncer- Bronwyn Williams, Preqin’s Manager of Perfor- (US$36b) between April and June this year, growth outside of their core business and bakeries, announced in May that it would is shrinking. Between 2008 and 2009, the tainty on new-market regulation and unclear mance Data, said the figures indicate that PE beating the £22b (US$35b) record for the same markets. Kellogg is a prime example of this divest its larger bakeries businesses to discount significantly decreased across the security responsibility to customers are among “continues to be attractive,” and that period in 2000. In the US, Standard & Poor’s trend. In February, the breakfast cereal giant concentrate on its more profitable, yet US and UK. While in Asia, conglomerates now the 10 key challenges facing communications “faith remains that PE fund managers can still Dow Jones indices said that net dividend rises bought the Pringles chip brand from Procter smaller, bio-ingredients business. command a market premium. companies. Other sectors should also take deliver these returns.” Though the figures are totaled an all-time high of US$12b in Q2 2012. & Gamble for US$2.7b. Kellogg viewed this However, before companies embark on Firms should undergo a thorough health note as The top 10 risks in telecommunications positive, PE is continuing to search for new Meanwhile, in Russia, new legislation coming into acquisition as a way to drive global growth either strategy, they need to be aware of check before deciding which strategy to take. 2012 survey highlights a lack of organizational sources of growth in secondary markets. force at the end of the year will compel firms for its predominantly US snack business the challenges. When businesses start to With the competition for growth intensifying, flexibility and poor M&A and partnership strate- This is demonstrated by the tripling of PE to up their mandatory dividend distribution level rather than go through the pain of growing rationalize, they should get assets targeted when it comes to optimizing capital, gies as key pitfalls — risks which can cut across investments in Africa to US$3b in 2011, to 25% of earnings. It would seem that, at a time their own operations organically in the same for divestment into a saleable state. These businesses need to make the right move. all business areas. For a full copy of the report, according to Mthuli Ncube, Chief Economist when companies are sitting on US$7.8t, markets they sell cereals. assets are often intertwined, so management Dave Murray is EMEIA Markets Leader, visit www.capitalinsights.info. And for an of the African Development Bank. For more according to Standard & Poor’s, keeping inves- A company may look at diversifying in needs to consider the costs of separation. Transaction Advisory Services, Ernst & Young. exclusive interview with Deutsche Telekom on PE manoeuvres in emerging markets, tors happy is all important. For more on share- order to de-risk the business or to increase Structurally, the company may need to For further insight, please email CFO Timotheus Höttges, see page 14. see page 30. holder engagement, see pages 34 and 38. growth. For example, as supply chain risk carve the business out. And in the current dave@capitalinsights.info Capital Insights from the Transaction Advisory Services practice at Ernst & Young www.capitalinsights.info | Issue 4 | Q3 2012 | 7
  • 5. Failed vs. completed deals, 2007-12 (Figure 2) y2007 2007 41% 59% y2008 2008 42% 58% Completed Transaction y2009 Failed 2009 52% 48% y2010 2010 51% 49% y2011 2011 52% 48% y2012 2012 33% 67% 0 20 40 60 80 100 insights Percentage of deals Failed vs. completed deals in the top five countries for hostile takeovers, 2 5 2007-12 (Figure 3) 9 HTs can be affected by regional factors. Australia UK Norway 14 These include takeover codes and Key facts and figures from the world of M&A. This issue: Hostile takeovers regulations, which differ substantially 22 from country to country. In the UK, for Hostile takeover deals, 2007-12 (Figure 1) example, the Takeover Panel reformed its rules last year making HTs more difficult. 31 40 15 The figure, right, shows that, over the 35 12 last five years, the UK and Norway Number of deals have completion rates comfortably 9 30 above the halfway mark, with 61% 6 and 71% respectively. In Canada, 25 the completion rate for 39 HTs Canada USA Number of deals 3 12 since 2007 is just 35%. Corporates 16 20 0 Q1 Q2 contemplating HTs therefore need not 15 2012 2012 only to look at the prospective target 22 but also the regulatory framework of 10 the country involved. 5 Key 3 7 Completed Deals 0 H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 H1 Failed Deals 2007 2008 2009 2010 2011 2012 While the volume and value of overall global M&A may HTs may be on the rise, but the proportion of failed deals Percentage of hostile takeovers completed in top five hostile takeover-prone Across the top five HT-prone industries, have fallen in H1 2012, hostile takeovers (HT) are making is also increasing. From 2009-2011, the number of completed industries, 2007-2012 (Figure 4) 169 HTs have been attempted since 2007. a comeback. Hostile bid volumes, in which the bidder hostile deals outweighed failed ones; however, so far in 2012, 70 The difference in deal completion is not bypasses the target company’s board and appeals directly a bid of this nature is twice as likely to fail as it is to succeed as varied as with countries (see figure 3), to shareholders, have risen by 54% in H1 2012 year on (see figure 2 for more details). 65 although the consumer sector stands out. year, according to mergermarket (see figure 1). In Q2 2012, Therefore, while these bids may be an attractive This is the only sector in the top five that 60 bids also almost doubled quarter on quarter from 7 to proposition for corporate bidders and shareholders alike, both has witnessed more completed HTs than Percentage of completed deals 13 — the fastest rate of increase since 2008. Recent examples should take into account that being ready for a failure is just as 55 failed ones since 2007, with 65% proving include GlaxoSmithKline’s US$3.6b takeover of Human important as preparing for completion. Meanwhile, targets successful. Of all the sectors, the energy, Genome Sciences. that are unwilling to be bought out can also take some heart 50 mining and utilities industry has had the r all images iStock and Shutterstock Why is this happening? With the world’s top companies from this data. most HT bids, with 81 attempted takeovers, 45 sitting on some US$7.8t, according to Standard & Poor’s, The failure rate of HTs may also be affected by factors such yet it had a completion rate of only 44%. firms are certainly not short of capital, and with stock as geography and industry. Since 2007, less than a third (30%) The figures are good news for those in the 40 markets depressing some targets’ values, this could of the 54 HTs in the US have ended in completion. For more consumer sector attempting HTs. However, Source: mergermarket incentivize bidders to acquire targets at a bargain country and sector specific data, see figures 3 and 4. for those in the other top four sectors, the 35 price — a feature of many hostile bids. So, could this rise in HTs signal an upswing in M&A activity data shows that HTs are not easy to bring This action is often driven by the bidder’s shareholders in general? Only time will tell. But with so much money on 30 to a successful conclusion, so corporates who are now demanding that companies use surplus capital to companies’ balance sheets and shareholders agitating for Consumer Financial Services Industrials Energy, Mining TMT in these sectors need to think particularly drive growth (for more on shareholder activism, see page 34). greater value, the signs are certainly there. & Chemicals & Utilities carefully before going hostile. Capital Insights from the Transaction Advisory Services practice at Ernst & Young www.capitalinsights.info | Issue 4 | Q3 2012 | 9
  • 6. Optimizing Investing Extracting value Some recent high-profile metals and mining deals may have grabbed headlines, but closer scrutiny reveals new However, it would be wrong to suggest that raw materials suppliers are standing at a cliff edge. Peter Williamson, Professor of International Management at Cambridge University’s Judge Business School, has studied China’s investment in infrastructure. He has compared China’s current spending with that of countries such as Germany and Japan when their economies were at a similar stage, and he sees no sign of the bubble bursting. Top metals and mining M&A deals (2012) Completion JAN 2012 FEB 2012 Target Nord Gold European Goldfields Buyer Severstal Eldorado Gold Deal value US$2.7b US$2.3b trends that have big implications for other corporates Nevertheless, the prospect of even a moderate softening MAR in global prices looks set to have a tangible impact on the 2012 Quandra FNX KGHM Polska Miedz US$2.2b mining sector. For one thing, just the idea of lower demand, T he well-documented negotiations between strategic acquisitions at a time when valuations are low. even in the short term, could scare the markets and put Source: mergermarket commodities trader Glencore and diversified Meanwhile, the same conditions are also seen as driving pressure on share prices. “By its nature, the industry tends mining group Xstrata have overshadowed much divestment by businesses seeking to optimize portfolios. to work to very long-term horizons,” says Downham. “But of the M&A activity in the metals and mining But if the fiery economic backdrop has created an appetite in contrast, the markets have very short-term horizons.” industry during 2012. Any deal aimed at creating a business for deal-making, the level of activity is being tempered by Concern in the markets is borne out by a fall of around with a market value of around US$90b will dominate market uncertainty. 14.4% in the FTSE Mining Index between January and the headlines. August this year, as investors factored in falling metals But there has been volatile M&A activity and interest A changing landscape prices and rising costs. elsewhere in the metals and mining sector. Figures from The last few months have seen a marked change in the global Clearly, falling prices put pressure on margins. According Ernst & Young’s Mergers, acquisitions and capital raising in the economic landscape. Despite an unappealing patchwork of to Downham, such pressure is prompting companies to look mining and metals sector — 1H 2012 report show a slowing below-par growth, stagnation and contraction across Europe at their portfolios and consider ways and means to optimize in activity, with the number of deals in H1 2012 falling to and a subdued recovery in the US, raw materials providers assets, notably through divestment. “If you can realize value 470 from 580 last year, while the value of deals was just over could rely on growing demand from emerging markets to from the sale of non-core assets, then in the current climate US$55b — 38% down on H1 2011’s value. However, the first keep shareholders happy. So, when the second quarter that may be a sensible thing to do.” three months of 2012 saw mining companies completing no figures revealed that China’s growth had slowed to fewer than 10 deals with a value of US$1b or more, including 7.6% from 8.1% in the first three months of the year, Getting to the core Canada’s Pan American Silver Corp’s US$1.49b acquisition of worry increased. In July, Brazilian iron ore miner Vale sold its European exploration company Minefinders in March. The concern is rooted in hard numbers. For instance, in manganese business to Glencore for US$160m, while According to Lee Downham, Ernst & Young’s Global June of this year, Australia’s Bureau of Resources and Energy Australian-based BHP Billiton announced in May that it Mining and Metals Transaction Leader, there is a continuing Economics estimated that iron ore prices would average planned to optimize and simplify its portfolio further by appetite for deal-making, despite volatile markets and US$136 a metric ton in 2012 compared with US$153 in selling its Ekati diamond mine. ongoing economic uncertainty. “There is a strong pipeline,” 2011. Shipments from the country were also expected to fall Moves to focus on core businesses are nothing new, he says. “Miners are increasingly unwilling to sit out the to 479m tons, from March’s estimate of 493m. Slower growth according to Abby Ghobadian, Professor of Leadership volatility and are prepared to act opportunistically and in China was seen as the main contributor to the decline. Studies at Henley Business School. He cites the example strategically. Robust long-term demand fundamentals and According to a briefing published by Legal & General of Anglo American which, in 2009, created a new strong balance sheets will drive deal activity through 2012.” Investment Management (LGIM) earlier this year, growth group structure arched across seven key commodities As Downham observes, the logic underpinning the in these countries has been driven by capital investment, businesses — namely platinum, copper, nickel, proposed Glencore-Xstrata merger arguably says little about fuelled by a high level of savings at home. As these economies metallurgical coal, iron, thermal coal and diamonds. In the factors driving deals elsewhere in the sector. “It’s a mature and domestic consumption rises, investment will fall tandem with the group restructuring, Anglo set about unique transaction with characteristics that are unlikely to be back, slowing the rate of growth. This trend will have major a US$3.3b divestment program that saw the company replicated in other deals and also brings together a company implications for commodities suppliers. exiting its paper and packaging business and selling a with significant marketing activities with a major diversified As LGIM strategist Brian Coulton observed: “The big range of mining assets. Getty Images/Flickr/jjguisado producer,” he says. “I don’t think we’ll know for some time change over the next 10 years will be a sharp decline in So how are the diversified mining giants defining which whether the deal will have a wider impact on the thinking of investment growth. In the last decade, Chinese and Indian assets are core and non-core? “The big issue is scalability,” mining and metals companies.” consumers have foregone a rising share of income to fund says Downham. “If you look at recent announcements, Of more immediate concern is the state of the global growth. But, in the next decade, this pattern is likely to both BHP Billiton and Rio Tinto have put their diamond economy and the perennial issue of securing sources of be reversed. If the last decade was the story of BRICS as operations up for strategic review, neither of which are supply. On the buy side, volatile markets and depressed producers, the next decade will be the story of BRICS as considered to have the same scalability as, say, copper share prices are allowing mining companies to make consumers. The effects will be felt across the globe.” or iron ore.” Capital Insights from the Transaction Advisory Services practice at Ernst & Young 11