UK M&A Market Activity H1-2023

The latest Experian Market IQ Report was published recently, detailing UK M&A activity for H1-2023.


At first glance, the reporting doesn't look too encouraging but the lack of 'mega deals' (worth £5bn+) is a huge contributing factor. Let's look at the numbers...


With inflation and rising interest rates hitting the headlines on a daily basis, it's no surprise the impact this would have on the UK M&A market as a whole.  At the larger end of the market there have been significantly fewer transactions and lower deal values being achieved during H1.


Let's look at Volume and Value by industry below:

Slightly skewing the figures is the one notable 'mega deal' which saw Dechra Pharmaceuticals Plc being acquired for £4.46bn - the largest deal so far this year.



LOWER & MID-MARKET

Does the lack of top-end deals reflect the whole market?


MarketIQ added the following comment in their report:


"An uncertain outlook meant that many UK companies looked to have put their M&A plans on hold in the near term and, following a prolonged period in which both cross-border corporate deal making and private equity investment in the UK boomed, both sources of activity declined in H1.


Increased interest rates have pushed up the cost of financing higher value transactions and, with potential acquirors also weighing up their ability to push through big ticket acquisitions in a more stringent regulatory environment, a shift towards smaller and mid-market M&A was apparent."


So, not all doom and gloom, especially for the lower mid-market in which we operate. 'Every cloud' etc.


An article in the Financial Times also backed up the numbers:


"Dealmakers are focusing their takeover efforts on the UK’s middle-market companies this year, attracted by lower prices that can make those transactions easier to stomach in a bumpy and unstable market.


At the same time, massive transactions have fallen domestically to a near halt, as persistent domestic inflation and rising interest rates make such deals more costly to finance. Antitrust regulators are also more aggressively challenging big acquisitions."



The same article also went on to state:


“Where we are off is those elephant-type deals,” said one senior UK banker. “It’s not like we’ve gone out to target smaller deals but that’s where the opportunities are.”


Companies and private equity groups are now focused on more manageable transactions.


“People are more focused on strategic low-risk, more bolt-on, ‘right down the middle of the fairway’ type deals,” added one UK M&A banker.


So far this year, 85 per cent of firm takeover offers for UK listed companies, or 23 deals in total, have been worth less than £500mn in equity value, according to data compiled by the investment bank Peel Hunt.


That is the highest ratio since the start of 2020 and a significant increase from last year, when about 55 per cent of takeovers were in that lower range.


Advisers are optimistic that next year could see a return to larger deals when there may be more stability in markets and the macroeconomic outlook settles.


“Into ‘24 we should see larger deals start to re-emerge,” added another top UK banker. “When it comes back, it’s going to come back with velocity.”


Sources FT.com and Experian MarketIQ


For the market La Salle operate in, this shift to mid-market deals presents more opportunities for our clients. 


We have not witnessed a slow-down in the appetite of clients seeking a sale or exit in the current climate.  What we have seen is a larger number of investors and trade buyers from the top end of the market looking at companies they may have previously deemed 'too small' for a strategic acquisition.


As always, should you be considering an exit or looking to sell your company, it's best to explore all the options available to you. 


Here at La Salle, because we specialise in sell-side, we work closely with shareholders and company owners to evaluate the best options for you, the individual, to get the maximum return on your years of hard work.


Reach out today for an initial, informal chat to see how we can assist you. 


All conversations are in complete confidence.


Make a Confidential Enquiry

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By Mark Whiteside 21 Mar, 2022
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Our 'Focus On' Resource Series...

By Mark Whiteside 09 Jan, 2018
For whatever reason, retirement, health, lifestyle, new challenges, at some time the question of new ownership or control of your company will raise its head. When is the best time to sell? How much is it worth? Who will buy your company? All are relevant and important considerations. At the outset taking time to consider and address aspects of the business a prospective purchaser will focus on, could have a major impact on the value and attractiveness for your company. Maximum value is more likely to be achieved and negotiations are always likely to progress quicker when dealing with a motivated purchaser. Selling a company is not just an accounting or legal process. While these aspects are very important, primarily it is Sales and Marketing activity with a clear focus on maximising value for the owner. Methods used and who are approached when selling your Company will have, as our experience confirms, a significant impact on the achievable value. If a competitor is approached who knows your company is for sale, given their own knowledge of your sector, they are unlikely to pay a premium unless you have demonstrable points of difference or the barriers of entry to your markets are particularly high. Consequently, the type of company approached and indeed the way the approach is made, can have a significant bearing on creating and securing interest in your business. You are likely to get the best price for your business when there has been growth and with prospects of future growth. It is a fact that many entrepreneurs are attracted to high growth opportunities as an expanding business normally, offers easier opportunities to create business. In determining value for your company, prospective purchasers will be putting a value (of their own) on the business. It is good practise to review your business exit strategy every six months or so and consider whether now is a good time to sell. In fact, asking the question “would people want to buy my company?” is a good test of whether you are generating value. Keep an eye on your company’s growth rate and future prospects. No two deals are the same, but experiences are certainly transferable. You normally have only one opportunity when selling your company – it must be right for you, so give yourself the best opportunity to make the most of it. Take a moment to think. Needless to say, you have worked hard and made many sacrifices over the years to reach this point today. You have the scars to show for it. Selling is all about timing. Is it the right time for you? Is it the right time for your company in this market? It is an emotional decision. Staff will feel like family, the brand and ethos you have created, you want this to continue. This is why the buyer has to be correct. It is not always about the highest bid. There are different options when it comes to selling. It could be a full or part share sale. You could continue within your company but de risk, take some cash and secure with your future. Our job is to present you with options which are most suited to you. Every company is unique therefore every process is unique which we run, tailored to you.
By Mark Whiteside 08 Jan, 2018
The famous phrase ‘fail to prepare, prepare to fail’ could not be more prevalent when it comes to selling a company. The preparation required varies with each business dependent on their existing structure. With our experience, we know what information prospective buyers will require. Prior to undertaking any major work, it’s useful to consider and set some personal goals from the transaction. To understand whether your company is ready for sale, we would organise a confidential, non-obligatory meeting. We would obtain a clear understanding of how the business operates and answer any questions you may have. There are a number of questions you must ask yourself first, from a professional and a personal angle. Is now the right time for you personally to commit to selling your business? What do you personally want/need from the deal? Would you be willing to remain with the business post sale, if required? What does the management team look like? What tax implications would apply to selling your company? Are there any legal obstacles? What will the impact be on your employees, customers & suppliers? Clearly, there are many factors that can formulate opinions. Time spent clarifying and minimising any potential future ambiguities will minimise any issues that could deviate the sale at a later stage.
By Mark Whiteside 07 Jan, 2018
Your company is only worth what someone will pay for it... Which is why finding the most suitable purchaser is so important. However, before we get to that stage, we make a point of ‘risk assessing’ your company prior to taking instruction. Prospective acquirers will be looking for ways to reduce the value of your company before they commit to buy. We will look at your company through the eyes of a potential purchaser to ensure you are in the strongest possible negotiation position. Amongst the many factors we will consider are: The financial performance of the company. This is past, present and projected figures. Key relationships, who has them within the organisation with customers and staff. The management team is an important consideration. If the shareholder/s are leaving, who is running the company? What second management team are in place? Does an acquirer have to bring someone in to replace the exiting shareholders? T hese are factors which need to be considered. Once we are satisfied you are in a strong position to sell, we will identify the most suitable acquirers for your company. Valuing a Company There are many different factors that can formulate opinions when it comes to valuing a business. A company can be worth a different amount to a different buyer. Through years of experience, we advise clients of a valuation of their company following the steps below: Profitability An acquirer will look at the profits over the past three years but also future projections. Whilst they are buying the history of past performances, they are buying the future of the company too. Any buyer wants a return on their investment therefore the forecasted figures are vital in their decision making. What is included in the sale? Are there tangible assets such as Freehold properties? If so, are these owned by the company or by the shareholders’ pension fund? Do they want them included in the sale? Or would they consider leasing the property back to the acquirer? Clients can enter a process with flexibility and an open mind on the property. The process can determine this outcome. Surplus Cash Many companies have cash on their balance sheet. This is derived from various profits and a positive cash flow, sometimes over a number of years. This cash can be taken out of the company, in a tax efficient way, as long as working capital is left within the company. This is called ‘surplus cash’. Working capital must be left in the company to ensure the company can keep trading day to day, such as paying suppliers and staff. Conclusion Taking the above three factors into account, then we apply a formula to reach an estimated valuation. The valuation is a guide and we never market the company with a price because we do not want to put a ceiling on the potential price we can achieve. ---- Potential Factors There are factors which may affect the commercial value of the company dependent on the acquirer we introduce. We highlight these as a transparency to our clients to fully understand the process prior to committing. Place in the market Where does your company stand in the market place? How do you compare to your competitors? What is your USP? Positive aspect: This is only key in highly competitive markets. Niche companies will not have these difficulties. Day to day involvement of the business owners What is the shareholders day to day involvement? If they are heavily involved, offering a handover period post transaction will alleviate some risk for a buyer. This is negotiated at the time of an indicative offer. If the shareholders are not ready to retire or leave, then a role in the company moving forward could make the opportunity more attractive to an acquirer. Positive aspect: Sometimes buyers are keen for the shareholders to leave as soon as possible as they wish to put their own ideas into the company. Second Tier Management Structure If the shareholders are exiting the business, then who is left to run the company? Is there a natural successor to you? The buyer will require comfort that there is a capable team in place to run the company post completion. Naturally, if a shareholder is willing to stay on within the company post sale, either for a handover period or longer, this will reduce the risk for a potential buyer. Positive aspect: If a larger corporation / trade buyer is purchasing your company, then it is possible they will have the personnel within their current organisation to cope with exiting shareholders. Freehold Property Dependent if an acquirer is purchasing or leasing the property, is there a market rent being charged in the Profit & Loss account? If not, many acquirers will deduct this from the bottom line profit when deriving a value for the company. This is because the profitability is not a true reflection as the company is trading from a premise for ‘free’ in effect. Positive aspect: If leasing the property back, a market rent could be charged to the acquirer giving an ongoing income post sale. If selling the Freehold, there are tax efficient ways to take the buildings out. Customers How is the company’s customer mix? Are they reliant on one major customer or does the company have a healthy mix? Are there secure contracts in place? Reliance on one or two large customers can be risky for a potential acquirer. Positive aspect: If the customer mix is reliant on one or two major players, the buyer’s strategy could be to decrease this reliance over a period of time. Buyers are always looking for ways to improve an operation. However, if the business is reliant on one/two major customers, but these are blue-chip clients with long-term contracts in place, this could be a positive. Future Growth What are the next 1-3 years looking like? Is there growth? If so, how? Are your customers growing? Have they promised orders? Have you grown your sales team? Is there growth potential in your sector? Positive aspect: The structure of the deal may not be dependent on growth. Again, this is an opportunity for a buyer to improve the company. Legal The legal, financial and commercial due diligence process is vital. We need to ensure that there are no subsequent warranties and indemnities that could affect the seller in the future. If the buyer sees a potential risk, they are likely to request a warranty or indemnity against this to protect their investment. Positive aspect: We work closely with well-respected legal firms who will provide sound advice on any potential warranties or indemnities.
By Mark Whiteside 06 Jan, 2018
Private Equity houses are professional investors. They consist of capital that is not listed on the public exchange. Private Equity is composed of funds and investors that directly invest in private companies. They raise funds, from various sources including high-net worth individuals and pension funds, to deploy these funds in private companies. There is a stigma about Private Equity that they are just a debt vehicle and nothing more. This could not be further from the truth. Their aim is to invest in profitable companies and alongside the shareholders, grow this company so both can exit together. They align themselves with the management team so that they have a shared goal in the years to come. Private Equity houses range in what they can offer clients, however it is usually strategy, capital, and know-how. They can open doors for you, they can help you grow through acquisition and they can use their experience of other businesses to help yours. Many clients have a mindset of; I would not work for anyone else but with Private Equity you are not. You are working alongside someone else. There is a big difference. They are your Partner, not your boss. Having the same ultimate goal, a future exit, is why there are so many success stories with Private Equity investment. The advantages are a shareholder can de-risk, take some cash off the table but still have a day to day involvement in the company. Many Entrepreneurs say, I would not know what to do when I retire, therefore Private Equity investment is a good solution. In effect there are two sales. One is a part share sale to the Private Equity house, the second, when the Private Equity house and you decide to exit together. It is inevitable you will receive more proceeds across the two transactions. Here at La Salle, we feel our Private Equity network is as good as any in the market. We deal with UK & overseas Private Equity who are desperate to deploy their capital. Their issue is there isn’t enough good businesses out there who are seeking investment. The buyers are ready, we need the sellers….
By Mark Whiteside 05 Jan, 2018
A trade buyer is a buyer from the same/similar sector that your business operates within. In many industries, M&A is an effective way of growth for larger companies. Acquiring companies within your sector can allow them to have a greater market share and perhaps broaden their offering to their customers. We usually see trade sales where a client is ready to fully exit their business. Their reason could be retirement, ill-health, taken the company as far as they can or to pursue other interests, this is where a trade sale works well. With a trade sale, there may be a small transition period post transaction but in usual circumstances, this is never longer than 12 months. The advantages of a trade sale to an acquirer is synergies. If they are a larger group within your sector, they can cut numerous costs from your business and centralise them within their operation. This immediately makes the company more profitable and in turn, provides a return on investment. We boast a wide range of contacts across numerous sectors that we can introduce to you.
By Mark Whiteside 04 Jan, 2018
At La Salle Corporate, we operate with total discretion at all times. We understand that this is a key priority and usually the biggest single concern for a seller. Whilst orchestrating a sale, our aim is to minimise disruption to you and your business. Our hand-holding approach means that we take care of the process for you. Naturally, we need your input with information requests and meeting potential buyers, but our role is to ensure that you can concentrate on what is important – running your business. The opportunity we present to buyers must be attractive therefore any information prepared must be done effectively. We fully respect that you as a business owner are very busy therefore collating information can become tedious and tiresome. The information we prepare is dependent on the style of process we are running but this is an area we would be happy to discuss with you. Marketing Prior to taking instruction, we usually have a good idea of whom we will be targeting as potential buyers. With the benefit of many years’ experience, we have built up an impressive network of contacts whom we know are actively acquirers’ companies. They are a mix of trade buyers, from numerous sectors, Private Equity houses and high net-worth individuals. It is our job to identify who, from our vast network, would be best placed to invest in your company. Secondary to our contacts, is our research team. Our research team compiles extensive research of your sector to find similar companies whom may be interested in acquiring your company. They are highly skilled, they have the ability to ‘think outside the box’ and find suitable targets. Coupling together our contacts and research, this provides us an extensive, direct, thought-out list of targets to discreetly present the opportunity too. Our approach is discreet. It is only to fellow shareholders or directors and we work on ‘no names’ policy. The buyer must be vetted, a Non-Disclosure Agreement in place, before we release any detailed information.
By Mark Whiteside 03 Jan, 2018
The structure of the deal is critical. It is not always the best price. The structure, the payment terms, and the risk element all must be considered, and it is our job to make this as attractive as possible to you. There are many different ways in which a deal can be structured and La Salle Corporate are highly skilled in finding the most suitable structure for each client. These are the most common examples of deal structures: Cash at completion This is the cleanest deal. Cash is paid on the day of completion, held in the solicitors’ account and transferred to the seller. Deferred payments This is where payments are deferred for a period of time, to be agreed. The payments can be quarterly, every six months or annually. The consideration for the company can often increase if the payment terms are over a period of time. It reduces the risk for the purchaser. Earn out This is when payments are made based on the future performance of the company, often linked to future growth. They are linked to certain caveats. Earn outs can often occur when there is a discrepancy in price between buyer and seller. It is an effective way of satisfying both sides requirements and reaching a deal. An earn out deal is beneficial if the seller is staying on within the organisation therefore has an element of control. Investment This type of deal allows shareholders of growing businesses to ‘de risk’ and take a proportion of cash ‘off the table’ by a selling a percentage of the shares. This is a typical Private Equity deal where the owners would remain involved with an aligned goal to grow the company. This gives the shareholders an exit at a future stage with a ‘smaller piece of a larger pie’ and a ‘second bite of the cherry’ with, in effect, two sales. Shares Part of the structure could include the seller taking shares in the buyer’s company as a part of the consideration. When a larger entity is buying a ‘bolt on’ company, this can be attractive to a seller as it is an effective way to invest their monies post sale, rather than it sat in the bank!
By Mark Whiteside 02 Jan, 2018
By their very nature, negotiations are a sensitive stage of the process. Our role in this process is key. When negotiations can become a little difficult, our experience and ability to focus on the issues being discussed ensures that any potentially emotional issues do not sway us. Secondly, this ensures the relationship between you and the prospective purchaser remains intact and unaffected, especially if you have to work together in the future. As mentioned earlier, our contacts are vast therefore there is a possibility we will have dealt with the acquirer previously, which is invaluable in these scenarios. Personal relationships can go a long way. Selling a company can be emotional therefore our role is to review the offers pragmatically and advise accordingly. Having strong relationships with buyers can assist with these negotiations. We invite indicative offers by a certain date. This allows us as a sell-side team to review all expressions of interest at the same juncture. We may move to a second stage of bidding dependent on the process. The ultimate aim is to negotiate an acceptable deal for you so we can move to the due diligence stage. Key pointers to be aware of within the process include: Listen: as with any negotiation, it is a two-way process. It is important to understand the purchaser’s viewpoint as our role is to bring two parties together. You are our client therefore we act in your best interests but we need to appreciate the purchaser’s position too. Focus: the objective is clear, to reach agreement to sell the company for an acceptable price and on acceptable terms. Again, our role at this stage is key, ensuring any emotional considerations are dealt with professionally. Negotiating is a process where we have to interact with the purchaser, therefore our relationship with them is important. We must respect their role in this process. We have to remain flexible to reach a satisfactory outcome for all. Positivity: be positive and cooperative in your approach. Open and Honest: transparency and honesty are key to any negotiation. Any deal agreed will be subject to due diligence and involve warranties on behalf of the seller. Information that subsequently proves unreliable can delay or cause the deal to collapse therefore honesty is critical. At La Salle Corporate, we will always be present with our client during negotiations. We have the experience to take clients through every step of the journey and advise on every aspect of the deal.
By Mark Whiteside 01 Jan, 2018
Due Diligence is the term used to describe the detailed investigation and audit undertaken by the purchaser prior to exchanging contracts. Once an offer is accepted, the Heads of Terms are drafted. This is a document that provides the basis for the deal. Legal representation is brought in, if not before. Again, dependent on the process we are running. We work closely with respected legal firms. This stage of the process can be daunting to clients. A prospective buyer will undertake diligence on all aspects of a company to ensure that there are ‘no skeletons in the cupboard’. Alongside the lawyers, we prepare a data room. This is a cloud based ‘room’ where all your information is stored for the buyer to review. This ranges from financials, to employee contracts, to legal documentation relating to the business. We are there every step of the way to prepare this with you. Handholding. With legal, financial and commercial due diligence being undertaken, the Sale Purchase Agreement is prepared. This is the contract for the sale of your shares. Once due diligence is finished, Sale Purchase Agreement is agreed, the deal is ready to complete. Note, the above may seem daunting but it is our role to talk you through every stage. Traditional due diligence has always focused on legal and financial matters. Over recent years, a broader commercial form of due diligence has evolved and increased in importance. There is significant crossover between the three broad areas as demonstrated below. LEGAL Due Diligence This is broadly about establishing the basic information surrounding the company and the legal status of its relationships with other parties. The main areas to be covered include: o Ownership and structure o Statutory compliance o Funding facilities and liabilities o Contractual relationships o Licensing and compliance o Intellectual Property o Employees o Property o Insurance o Employment contracts o Customer contracts FINANCIAL Due Diligence This tends to be historic in focus and is concerned with confirming underlying performance of past financials as a basis for drawing conclusions about the likely achievability of the forecast future performance, together with the current position. The main areas to be covered include: o Accounts, policies, systems and management information o Profit and Loss o Cash flow cycle o Overall review of forecasts o Assets and liabilities, including: - Land and buildings - Plant and machinery and other fixed assets - Investments - Debtors - Work in progress - Cash - Working Capital COMMERCIAL Due Diligence This is designed to look at the strategic position and the company’s competitive position within its sector and industry. The main areas to be covered include: o Customer contracts / framework agreements o Relationships with key customers and suppliers o Current order book o Competition in key markets o Product liabilities and warranties Distribution contracts o Economic issues o Social issues o Market conditions
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