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M&A Market Analysis
May 2009
Global M&A Monthly
A Middle-Market Perspective on U.S., Europe, and AsiaMergers & Acquisitions
Christopher C. McMahon Brian P. McDonagh Howard P. Lanser
Managing Director Managing Director Director, Mergers & AcquisitionsHead of Global M&A Co-Head of M&A Head of Business Developmentcmcmahon@rwbaird.com bmcdonagh@rwbaird.com hlanser@rwbaird.com312.609.4983
 
704.998.5757
 
312.609.5478
J. David Cumberland, CFA Jamie C. Kaplan Thomas J. Gaul
Director, M&A Research Associate, Mergers & Acquisitions M&A Market Analystdcumberland@rwbaird.com jkaplan@rwbaird.com tgaul@rwbaird.com312.609.5429 312.609.5451 312.609.4978
 
In This Issue Page
Please refer to Appendix – Disclaimers and Other Disclosures on page 32.
 
Global M&A Commentary and Deal Statistics ...................................................... 1
The number of global M&A transactions dropped 39.1%, which was the largest percentage decline in monthly deal count thisdecade. Dollar volume was 43.3% below the year-ago level.
 
U.S. M&A Commentary and Deal Statistics ......................................................... 5
The total of 518 deals announced in April represented a 35.3% decline from the prior-year period and was well below thelast 12 month (LTM) average of 693 deals. Dollar volume was $65.0 billion, a 33.0% decrease from the year-ago period.
 
Europe M&A Commentary and Deal Statistics................................................... 10
The negative trend for M&A activity worsened in April. The deal count of 543 was 52.5% below the year-ago level, resultingin the largest percentage decrease in monthly deal count for Europe in over a decade.
 
U.K. Cross-Border M&A Activity ........................................................................ 14
Year to date, there was a total of 709 announced U.K. transactions, a 46.7% decrease from the year-ago period. Dollarvolume dropped 40.7% to $55.1 billion through April.
 
Germany Cross-Border M&A Activity ................................................................ 15
A total of 404 German M&A transactions were announced for the year-to-date period, a 25.6% decrease compared to thefirst four months of 2008.
 
Asia Commentary and Deal Statistics ............................................................... 16
Asia has not escaped the global slowdown in M&A activity. The number of transactions in Asia (ex. Japan) declined 31.1% inApril.
 
China M&A Activity and Deal Statistics ............................................................. 17
China deal activity declined 29.3% through April. Dollar volume of $21.3 billion was down 48.3% compared to the year-agoperiod.
 
India M&A Activity and Deal Statistics ............................................................. 19
Year to date, there was a total of 199 announced India M&A transactions, a 46.9% drop from the year-ago period. IndiaM&A dollar volume decreased 89.1% and totaled a mere $1.4 billion through April.
 
Japan M&A Activity .......................................................................................... 21
Japan M&A performed relatively better than the other regions of the world in the first four months of 2009, with a 16.4%decrease in the number of deals and a 27.9% drop in dollar volume.
 
Economic Commentary ..................................................................................... 22
The incoming economic data continues to paint a picture of recession, although its grip appears to be weakening. Theeconomy shed another 539,000 jobs in April, the sixth consecutive month in which more than half-a-million jobs were lost,but also 200,000 fewer than the nearly three-quarters of a million jobs that were lost in January.
 
Restructuring News .......................................................................................... 24
The Baird CDS Index declined in April for the second consecutive month, which indicates that the cost to insure against acredit default for non-investment grade companies outside of the financial sector has now fallen for two months in a row.The Index decreased by 16.5% in April, falling to 1320.4 on April 30, a drop of 260.1 points from 1580.5 on March 31.
 
Transaction Spotlight – Sale of Orion Corporation to John Crane (SmithsGroup plc) ........................................................................................................ 25
Orion Corporation recently completed its sale to John Crane Inc., a division of Smiths Group plc. The transaction closed inMay 2009, and terms were not disclosed.
 
Recent Baird M&A Transactions ....................................................................... 26
A summary of Baird’s announced M&A Transactions over the past 12 months.
 
Baird U.S. Equity Research Coverage ............................................................... 27
In April 2009, Baird added 2 companies to coverage, bringing the total coverage to 520 companies.
 
Investment Banking Contact List ..................................................................... 31Please note that historical M&A data presented in this month’s issue is differentfrom the information published in previous months. After a thorough duediligence process, Baird has switched to Dealogic as its provider of M&A data.
 
Global M&A Commentary
Robert W. Baird & Co.
1
 
On paper, April global M&A activity continued to add tothe overall gloomy M&A environment. However, theemergence of positive trends in key M&A variables hasinstilled a sense of cautious optimism for M&A activityin the second half of 2009. In terms of the statistics,the number of transactions dropped 39.1%, which wasthe largest percentage decline in monthly deal countthis decade. Dollar volume was 43.3% below the year-ago level. The middle-market again witnessed a largefall-off in April, with deal activity down 33.1% anddollar volume declining 54.8%.Year to date through April, the number of announceddeals declined 32.2%. Dollar volume fell 38.8% in thefirst four months of 2009. The middle-market haslagged overall activity in 2009, with deal count down35.7% and transaction value 53.0% below the year-ago figure.The continued decline in M&A coincides with ongoingweakness across global economies and tight creditmarkets in the U.S. and Europe. The Organization forEconomic Cooperation and Development (OECD) isprojecting economic contraction of 4.3% in its 30member nations during 2009. However, the head of the OECD recently noted signs of bottoming amongeconomic indicators and potential for recovery to begintoward the end of this year.In terms of the U.S. credit markets, the high-yield andleveraged loan markets appear to be thawing, withrelatively high levels of inflows and primary issuances.If fundamentals in these key markets continue toimprove in the second quarter, we would expect morecapital to flow into M&A, thus accelerating deal activityin the second half of 2009. In contrast, Europeancredit markets have not shown much improvement,and sentiment remains low as additional banking crisesin Germany and Eastern Europe seem imminent.The rebound in the equity markets, which began inMarch, carried through April. The five major indicespresented in the chart below gained an average of 11.2% in April (after rising 7.2% in March). Eventhough equity values remain well below peak levelsfrom 2008, the new issuance market has shown signsof life, helping inject confidence into the overallmarket, including M&A.The latest semi-annual survey of middle-marketmerger professionals conducted by the Association forCorporate Growth (ACG) and Thomson Reutersunderscored the impact of challenging global economicand credit conditions on deal activity. Among the 700+respondents, 45% described the current environmentfor M&A as poor, with only 12% characterizing thelandscape as good or excellent. Half of the participantsviewed the recession or the credit crunch as thebiggest obstacle to M&A activity.Despite recent challenges, participants in the surveyexpect an uptick in deal flow in the near term. Amongrespondents, 56% forecast an increase in the numberof transactions over the next six months, and only10% anticipate a decline. Slight improvement in debtmarkets (as predicted by 71% for the upcoming sixmonths) would contribute to a faster pace of M&Aactivity, as noted previously.Although signals are still mixed, continued positivemomentum in the credit and equity markets coupledwith a sense that the world economies have bottomedcould be the catalyst for a revival of M&A activity in Q32009.
Note: See pages 5, 10, and 16 for specific U.S., Europe, and Asia commentary.
 
Relative Performance of Global Market Indices
30.0%40.0%50.0%60.0%70.0%80.0%90.0%100.0%110.0%1/1/08 3/1/08 5/1/08 6/30/08 8/30/08 10/30/08 12/29/08 2/28/09 4/30/09S&P 500 FTSE 100 DAX Hang Seng Nikkei 225
(43.6%)(38.2%)(38.9%)(33.2%)(39.9%)
 
 _____________________Source: Capital IQ. 
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