Tech deals defy changing times
Sixty-two percent of tech executives are planning a cross-border technology acquisition in the next two years.
A majority of the 150 senior tech executives we surveyed expect to do more cross-border M&A in the next two years—but they may walk away from deals if economic conditions change.
By Dr. Tobias Heinrich, Daniel Turgel, Farhad Jalinous, Carola Glasauer, and Danli Guo
Cross-border dealmaking across the tech sector remained buoyant in 2018. In the first three quarters of the year, deal value rose to US$89.4 billion, up 1.5 percent on the same period in 2017. With volume dropping by 11 percent, this suggests that valuations were up considerably. This is largely in line with overall trends for global M&A in a year that could rank as one of the best on record.
However, with economic and geopolitical headwinds, the outlook for the future is decidedly uncertain. Mindful of that, we conducted a survey of 150 tech executives around the world to gauge their expectations for cross- border dealmaking over the next two years—and to gain a better understanding of the challenges they face when doing cross- border deals.
Their expectations are high. The majority of respondents, 62 percent, said that they expect to do additional cross-border technology acquisitions over the next two years. This figure speaks both to the optimism that executives have about the future, as well as the importance of cross- border M&A for companies in the technology space.
But their optimism comes with an apparent caveat. Almost half of respondents, 44 percent, indicated that they had walked away from potential cross-border deals in the past. And 57 percent of this group (more than one-third of respondents overall) said that they had walked away from deals due to changes in the macroeconomic environment.
This is a significant figure, given that there seems to be a growing consensus that the macroeconomic environment could be transformed over the next two years. In April, the International Monetary Fund (IMF) estimated that global GDP would grow at 3.9 percent in both 2018 and 2019 but that the global economy will slow down in 2020. The IMF affirmed this view in October, but it added that economic expansion had become less balanced around the world, peaking in some major economies, and that downside risks had increased, including the threat posed by possible trade wars.
Indeed, 47 percent of respondents point to trade wars and rising protectionism as the most significant geopolitical factor affecting acquisition strategies over the next 12 months. And 70 percent of those who said they had walked away from deals said that political interference was an important factor in the decision.
Our report highlights these and other important trends affecting cross-border M&A in the tech sector, as well as examining the opportunities and challenges that dealmakers face when pursuing deals across borders.
In H2 2018, White & Case, in partnership with Mergermarket, surveyed 150 senior-level executives from technology sector companies that have completed at least one cross-border transaction in the past 24 months and have an annual minimum turnover of US$100 million. The aim of the survey was to analyze dealmaker sentiment including the strategic drivers of cross-border deals over the next 12 to 24 months, and to identify challenges and issues facing dealmakers. Job titles included CEO, CFO, Head of Strategy and Head of M&A.
North America - 60
EMEA - 60
Asia-Pacific - 30
Sixty-two percent of tech executives are planning a cross-border technology acquisition in the next two years.
Half of executives cite trade wars and protectionism as significant factors.
Fifty-seven percent of executives said they had walked away from a deal due to changing macroeconomic conditions.
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When it comes to legal or regulatory issues, political meddling is the number-one reason why acquirers leave the negotiating table.
And when buyers feel unable to conduct enough due diligence, our survey finds that many (44 percent) buyers are unafraid to walk away. The top reason buyers walk away from deals, cited by 67 percent of respondents, is the inability to conduct sufficient due diligence or that the results of the due diligence adversely affect deal valuation or rationale.
But macro factors can also throw a wrench into the works: 57 percent of respondents said they had walked away from a deal because of the changing macroeconomic environment.
Meanwhile, more than half of respondents (55 percent) say that incompatibility with the target's management has prompted them to leave the table, while 52 percent say that lack of confidence in a target's growth prospects has put them off. When it comes to legal or regulatory issues, political meddling is the number-one reason why acquirers have abandoned a transaction, highlighted by 70 percent of respondents.
"The breaking point for us was the high level of political interference," says the strategy director of a Japan- based semiconductor business. "The government was trying to influence the deal and had its hand in negotiations, but when it came to deal structure and directly placing people to oversee our acquisition, we decided to let the deal go."
A China-based tech acquirer says: "There was direct interference from the government when we wanted to acquire a target in Western Europe. We tolerated this to an extent but when the interference got to the strategic level, we had no option but to walk out of the deal."
Antitrust rules are also turning deals sour, with 62 percent of respondents who have walked away from deals citing uncertainty around competition regulations.
44%
Percentage of respondents who said they had, in the past, walked away from a potential cross-border acquisition
The outlook for cross-border tech M&A is positive, with buyers vigorously pursuing overseas opportunities as they look to grow their customer base and acquire IP. However, this is taking place against a tightening regulatory background and shifting geopolitical dynamics.
Governments are increasing the level of scrutiny under national security policies that apply to foreign investments. The regulatory environment is becoming less forgiving, and businesses will need to take this into account as they plan their future transactions.
Despite these pressures, our research shows that acquirers are taking a pragmatic approach. They'll fight hard to close good deals but they are not afraid to cut their losses and walk away when diligence reveals problems or the macroeconomic environment shifts in an unfavorable direction.
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© 2019 White & Case LLP