Dealmakers: Mid-market M&A in Australia 2023 outlook

Welcome to Dealmakers: Mid-market M&A in Australia 2023 outlook, produced in collaboration with Mergermarket. Pitcher Partners has commissioned Mergermarket to canvas the opinions of 60 domestic and international M&A dealmakers active in Australia regarding their expectations for the year. Interviews were carried out from October to November 2022.
Despite the challenging conditions, dealmakers remain upbeat about Australia’s overall deal prospects and mid-market opportunities in the year ahead.
The Australian Mergers & Acquisitions (M&A) market closed out 2022 far from the lofty heights of 2021: values down 51%, with volumes likewise reduced 5%. This was to be expected with elections historically slowing deal activity. Half-year data was also showing signs of weakening as dealmakers grappled with new and ongoing macroeconomic and geopolitical issues, while ASX buyers were significantly less active over the course of the year.
From a global perspective, Australian M&A trends follow decreases in major markets, with values dropping by 43% in the US and 28% in Europe year on year. By total transactions, however, US dealmakers completed 17% fewer deals in 2022 from the year prior, with European deal volume 6% lighter – both deeper cuts to M&A than were seen in Australia.
Indeed, the downtrend has hardly put a dent in positive sentiment toward the Australian market. Overall, respondents give Australia a 75% confidence score when rating the current environment for M&A, based on the ease of doing deals, sourcing opportunities and other factors crucial to yielding value from these transactions.
This barometer of the market is lower than the 80% confidence score dealmakers gave the market in 2022 – as dealmakers take a more cautious and strategic approach to M&A. All things considered, sentiment could be much worse.
Today, dealmakers must contend with rising inflation and interest rates, challenges that many have not seen in more than a decade. These shifting macro conditions could see an increase in corporate insolvencies as companies navigate additional challenges. Separately, valuations continue to create an impasse and many deals have been lost across 2022 as buyers and sellers fail to navigate agreements on price. All of these are having a knockon effect on due diligence, which continues to be an increasingly thorough and time-consuming endeavour.
Despite this, in the minds of those undertaking M&A, Australia remains a core strategic market. According to respondents, more dealmakers are looking here for deals than anywhere else in Asia-Pacific – and most think Australian businesses and target assets are unchallenged as value prospects. This is particularly true of the mid-market, where many will be focusing their investments. Likewise, dealmakers agree that Australia offers an advantage in terms of Environmental, Social and Governance (ESG) considerations given the high standards and expectations of businesses here as sustainability becomes an integral part of almost every deal considered. While deals may be down, this research indicates that the year ahead will see M&A activity in Australia remain solid. Deals may take longer to complete, but the quality of those transactions will remain unshaken, allowing those with the patience to pursue strategic opportunities that could prove invaluable as global conditions continue to shift through 2023.
75%
Respondents give Australia a 75% confidence score (down from 80% in 2022) when asked to rate the current environment for M&A in the country, based on factors such as ease of doing deals and sourcing opportunities.
-8% change in 2022 deal volume (301) for mid-market M&A in Australia compared to 2021 (326)
-23% change in 2022 deal value (AU$17.5bn) for mid-market M&A in Australia compared to 2021 (AU$22.6bn)
95% say Australia’s mid-market opportunities are superior or equal to those in other markets
-5% change in 2022 deal volume (959) for overall M&A in Australia compared to 2021 (1,007)
-52% change in deal values (AU$140bn) for overall M&A in Australia compared to 2021 (AU$289.4bn)
87% are actively looking for M&A opportunities in Australia and will continue to source deals over the next year
78% plan to increase their mid-market investments over the next 12 months
56% say M&A conditions in Australia will get better in 2023
72% say rising macro challenges are driving their intentions to invest in Australia
While uncertainties cloud the outlook for 2023, most respondents are optimistic toward Australia as a key market for M&A.
Record deal levels are giving way to more sustainable activity as the Australian M&A market starts to return to pre-pandemic patterns. Deal values dropped 52%, falling to AU$140bn from the heights of AU$289bn in 2021 (Figure 1). While this was influenced by a drop in mega deals like Afterpay and Sydney Airport in 2021, values are now more aligned with totals seen between 2015-18.
M&A volume likewise declined, although far less pronounced than value terms with only 5% fewer deals in 2022. Nonetheless, this illustrates an ongoing downtrend and some of the lowest levels in a decade.
All things considered, the drop in M&A activity could have been much worse. Most recently, the drop in deals comes during a year of remarkable economic and commercial turbulence: deepening geopolitical tensions from the UkraineRussia conflict matched with rising inflation and interest rates. Ongoing supply chain challenges continue to disrupt businesses and markets, adding to uncertainties.
Regardless, most dealmakers foresee an improved market with ample deal opportunities ahead, particularly in the mid-market (discussed further on page 7). More than half (56%) think M&A conditions will get better in 2023, and 28% anticipate major improvements (Figure 2). Another 60% intend to put optimism into action by increasing investments into Australia over the next 12 months (Figure 3).
959 deals
5% Deal volume in 2022 declined from 2021 totals (1,007 deals)
AU$140bn
52% Deal value declined from 2021 (AU$289bn)
For dealmakers searching for stability and a sense of certainty, all roads lead to Australia. Once again, most respondents have Australia in their sights as part of their M&A strategies, with 87% citing intentions to do deals within the next year (Figure 4). While this was a slight drop from sentiments last year, it nonetheless shows Australia remains largely unchallenged as the preferred M&A market in Asia-Pacific as dealmakers try to insulate themselves from crises arising around the world.
Additionally, almost two-thirds of respondents (63%) agree that Australia boasts the strongest economy in the region. Many respondents point out that this has allowed the country to power through the macro-turbulence caused by the COVID-19 disruptions and positions Australia well to weather future uncertainties.
Few markets in Asia Pacific come close to this optimism. Even advanced markets like Singapore and high-growth India – the next two highest ranking markets in APAC at 30% each – fail to capture dealmaker enthusiasm at similarly high levels regarding immediate intentions to complete deals.
Rising interest rates may make acquisitions more expensive and as inflation cuts into the return on investment on some deals, M&A is likely to take longer and be more difficult through 2023. However, impressive deal flow is still likely as dealmakers use their Australian investments as part of a broader strategy to weather the storm of economic and geopolitical uncertainty.
Already, most dealmakers (72%) say their Australia deals are being done in response to rising macro challenges – and this is likely to continue through 2023 as a way to pivot and prepare their businesses for future volatility (Figure 5). Almost all respondents say they have made at least some changes to their acquisition strategies in response to current macro challenges with focus centring mostly on investments to improve digital transformation efforts and capture synergies (Figure 6). Many also say changing customer demand is a driving factor.
Deal rationales will also continue to change. Over the past year, there has been a noticeable drop in Fear-OfMissing-Out (FOMO) buying as dealmakers engage in more strategic deals (Figure 7). These transactions often take more time and as a result, could impact deal volumes as the year progresses.
“Almost all respondents say they have made at least some changes to their acquisition strategies.”
PITCHER PARTNERS
Notably, most respondents (63%) are taking an opportunistic approach to M&A based on market conditions and developing events. Transactions in this vein could continue to unfold in 2023 as a lack of cheap credit, increasing interest rates on existing debt and increasing wage costs add to business pressures – and the possibility of finding distressed opportunities at deep discounts.
Whether these negative impacts translate into more insolvencies remains to be seen. Distressed M&A has been a hot topic among dealmakers since the pandemic began, but there have been relatively few cases in Australia to date given moratoriums and stimulus provided to support businesses. Many businesses were also able to trade well over the period. However, increased Australian Tax Office (ATO) recovery efforts and shifting macro conditions are expected to see distressed opportunities increase, creating opportunities for prepared dealmakers.
“Most respondents are taking an opportunistic approach to M&A as a lack of cheap credit, increasing interest rates and wage costs add to business pressures.”
PITCHER PARTNERS
Australia’s mid-market is poised to continue as a hotspot for M&A as buyers remain drawn to businesses with solid fundamentals and growth prospects.
Generally, mid-market M&A has maintained some of its pre-pandemic momentum, with totals now similar to those seen prior to 2020 – and most respondents are optimistic of the near-term outlook. Australian mid-market M&A (deals valued between AU$10m and AU$250m) declined
in 2022, mostly in line with the broader Australian deal market (Figure 8). For the year, deals declined 8% (301 deals compared to 326 in 2021), with values also sinking 23% (AU$17.5bn compared to AU$22.6bn in 2021).
Figure 9. Generally, do you feel Australia offers better or worse M&A opportunities compared to other global markets?
Figure 10. Which of the following best describes your intentions with regard to investing/M&A into Australia in the year ahead?
Almost all dealmakers (95%) say Australia’s mid-market opportunities are better or at least equal to those found in global markets (Figure 9). Equally, most respondents (78%) also say they are planning to increase investments into the mid-cap space – and 38% are planning major dealmaking (Figure 10).
“Due to the opportunities in the mid-market and the stronger projected growth trends, we will be increasing our investments. Predictions of strong economic growth are also driving our interest,” says one respondent. Another respondent goes on to say that “Mid-market deals can help us accelerate growth faster.”
Aside from driving growth, dealmakers are turning to the midmarket for these businesses’ tech capabilities and innovative business practices, in addition to the attractive pricing compared to larger cap deals. Similarly, mid-market deals have been easier to finance than some large cap transactions and an active private lending environment has contributed to greater deal volumes in this space recently.
“Due to the opportunities in the mid-market and the stronger projected growth trends, we will be increasing our investments.”
Rising rates and inflationary pressures have been constant impediments to M&A planning – and most dealmakers foresee both as challenges through 2023.
More than half of respondents (55%) think increasing interest rates will dampen M&A and another 42% say the same of inflation in the year ahead (Figure 11). Dealmakers are primarily concerned that these may negatively impact confidence to forecast earnings, forcing some to press the pause button on M&A. This will be particularly acute in the mid-market, where predicting growth among mid-cap businesses has already been a challenge due to disruption from the pandemic.
Recent interest rate movements do however provide bidders with more certainty and ability to forecast. While it was anticipated that historically low rates could not continue indefinitely, anticipating and forecasting a rate increase was challenging. The new rates being experienced in the market are more likely to be reflective of the longerterm cost of debt businesses will experience and therefore provides more certainty in cost of debt assumptions used in valuations.
Through much of 2022, inflation rates rose to some of the highest levels since 1990. The Federal Government and Reserve Bank of Australia (RBA) forecast inflation to peak at around 8% in Q4 2022, followed by subsequent declines through 2023 into 2024. While this is good news, the RBA predicts that Australia’s inflation rate will not return to the targeted 2-3% range for quite some time.
To combat runaway inflation, the RBA began increasing interest rates in April 2022 for the first time since 2010, following almost a decade of reductions and historically low rates. Rates began to rise in May and continued throughout 2022 with the RBA stating that further increases can be expected through the first half of 2023.
While only 7% of respondents identified due diligence as their main strategic challenge (compared to 28% in 2022), it is worth noting that close to half (49%) say transactions are taking longer than expected to complete (Figure 12). Most respondents also think due diligence in the current environment is more difficult as they seek answers as to how resilient certain businesses are and the impact of the pandemic on their ability to remain profitable going forward (Figure 13).
“There are many new risks in the deal environment. Business continuity risks have increased, and we have to find adequate information relating to the company’s future potential before proceeding,” says one respondent, with many others also confirming that increasing market risks caused them to miss timeline targets.
Another respondent says that ESG requirements are adding to these difficulties. “As the stakeholder expectations have increased, due diligence has become more challenging. We are spending more time on ESG due diligence and economic due diligence. This adds to the overall timeline,” the respondent says.
Sentiment around M&A valuations shifted noticeably over the past year. As Figure 11 shows, in our 2022 survey more than a third (38%) of respondents felt the valuation gap between buyers and sellers would challenge deal prospects. Today, just 3% feel the same.
Generally, respondents seem optimistic that valuations will be a primary deal driver in 2023, particularly in the midmarket. Half of respondents (50%) agree that alignment between sellers and buyers will contribute to increased deal flow – slightly fewer (38%) say the same toward valuations in the broader M&A market (Figure 14). Likewise, 47% believe more realistic value expectations of sellers will factor into trends in 2023. These sentiments could be contributing to the overall confidence score (75%) dealmakers have toward the Australian market as many believe that buyers will temper their valuation expectations in 2023.
However, it remains to be seen if deal parties will actually be able to find common ground on pricing – and close to half of respondents (42%) say they have already seen valuation multiples increase over the past 12 months (Figure 15). As dealmaking of the past year has shown, the lofty heights of 2021 are in the rear-view mirror and the shift back to reality may finally be occurring. Good businesses that have strategic value will continue to transact at strong valuations, however, buyers will no longer be willing to pay inflated prices for non-strategic targets. As some dealmakers are inevitably finding out, the frenetic and opportunistic FOMO-buying in recent years has led to poor purchases and buyer’s remorse, not to mention disappointed shareholders.
Equally, in an environment dominated by concerns around rising inflation and interest rates, the ability to see through uncertainty and make reliable forecasts will be a challenge. Indeed, indicators that both the market and pricing remain strong shows that it is unlikely valuations will substantially soften. However, as many get used to rising rates and other pressures, they may be able to more accurately factor these into their planning and execution.
For the first time, industrials and chemicals was tipped to see the highest increases in mid-market M&A (77% of respondents) with many dealmakers observing that the sector may be ripe for consolidation (Figure 16). “There are opportunities to increase efficiencies in supply chains by completing vertical transactions,” says one respondent. Another says that “[manufacturing] companies seeking growth and development will prefer to merge with stronger enterprises in order to be more sustainable.” Likewise, portfolio optimisation could be a key driver as industrial companies reassess and offload businesses that are noncore or underperforming. This could open up opportunities for strategic international corporates or private equity turnaround specialists to breathe new life into assets in need of transformation, particularly in energy-intensive industrial subsectors.
Figure 16. Which of the following sectors will see increases in mid-market M&A in the next 12 months? Which will see possible increasing distressed M&A in the next 12 months? (Select all that apply)
As in past years, dealmakers are using Australian Technology, Media and Telecommunications (TMT) deals to fast-track business transformations and bolster their digital capabilities – and most respondents (72%) think the mid-market offers these opportunities in spades. Aside from being rich in IP and digital capabilities, mid-market TMT companies also tend to be more financially stable and profitable than their early-stage startup peers, factors that are driving positive sentiments despite the tech selloff through 2022. Equally, as tech continues to reshape industries across the board, dealmakers are turning to this sector with new urgency as many seek tech investments to prepare for future economic uncertainties and new ways of unlocking profitability.
Distressed M&A may rise dramatically among Australian energy and resources companies, with 62% of dealmakers saying such deals will be a theme in 2023 as traditional operators grapple with increasing sustainability pressures. “ESG expectations have driven companies to spend more on carbon capture and this has weakened their financial returns,” says one respondent. Indeed, the stage has been set for many of these companies to divest and restructure their businesses on the path to net zero.
These strong sentiments aside, many respondents are also bullish on Australia’s renewable energy space, which has shown its merits among global markets and remains an increasing opportunity area. “With growth capital, [renewables] will continue to emerge strong,” says one respondent, highlighting how traditional energy companies may turn to acquisitions in the mid-market to fast-track their clean energy portfolios rather than embarking on costly and time-consuming capex projects.
Large numbers of dealmakers also see challenging times ahead for real estate (57%) and construction (38%). For instance, real estate businesses have “struggled to become more stable following COVID-19 disruptions. Moreover, economic conditions have not allowed these companies to regain optimum cash flow,” says one respondent. Across both sectors, respondents agree that these capital-intensive businesses may only be starting to recover – if they have been lucky enough to manage that – just as inflation puts new pressures on their operations and finances. Particularly in real estate, rising interest rates will see further slowdown as borrowing costs rise. That being said, there will naturally be ready and willing distressed debt buyers looking to take advantage of these developments.
Most respondents (77%) say they have not had to walk away from a deal in Australia due to ESG concerns, speaking to the high calibre of targets and their alignment with ESG standards (Figure 17). This is an impressive finding as ESG expectations become much more rigorous and wide reaching. It also tracks well – and slightly better – compared to similar sentiments toward other global markets. Regardless, almost one in four respondents (23%) say they had to abandon a deal, a high number that reinforces the increasing focus on ESG and its make-orbreak status as a deal consideration today.
Among the majority who did not have to back out of deals due to ESG concerns, many highlight two important themes dictating their actions:
• Australian targets already operate at a relatively high level when it comes to ESG standards;
• Those that may be falling short are advanced and resilient enough to be brought into line with current ESG benchmarks through operational investments and improvements.
Illustrating this, one respondent says, “We can improve the ESG standards of companies by focusing on operational and digital developments down the line.” Another says that “We have not turned down any investments. We are open to new opportunities, and we can invest time in improving the ESG incorporation of companies after completing the transaction.”
Dealmakers also mention that the quality and comprehensiveness of ESG due diligence data, particularly in their most recent mid-market deals, helped drive decisions. Many (43%) say this data was more than adequate – and an additional 45% say it was at least acceptable to getting the job done right (Figure 18).
While the quality of data available may not be a concern, respondents still face a wide range of issues when doing ESG due diligence. Top of the list is integrating information with financial data, a challenge for almost a quarter of respondents (23%) and one that many say forced them to consult external advisors to get the job done (Figure 19).
Large numbers of respondents also said obtaining the required information in the first place and a confusion or lack of clarity on standards created problems in their most recent deals. Elaborating on this, one respondent says, “We could not obtain the required information on time. There was a lot of time wasted on reviewing the available ESG reports and disclosures, which were not up to the required standards.”
Measuring future risk was also an obstacle, with one respondent saying, “Even with the technology resources at hand, measuring the future risk was very challenging. We could not estimate the future ESG risks, and the potential impact on our company’s reputation.”
Figure 19. What was the most significant challenge you faced when conducting ESG due diligence of Australian mid-market assets in your most recent deal? (Select one)
For this publication, Pitcher Partners commissioned Mergermarket to canvass the opinions of 60 M&A dealmakers who have completed at least one deal in Australia in the past 12 months. 60% of the respondents were from Australian corporations, 30% were from foreign corporations with operations in Australia, 5% were from Australian private equity firms, and 5% were from foreign private equity firms.
All dollar figures, unless otherwise stated, are in Australian dollars (AUD). Value figures are approximations and have been rounded. Data used in this report was compiled on 5 January 2023 using Dealogic data and additional sources noted within this report.
Percentages may not sum to 100% due to rounding. Unless otherwise stated, all date references refer to calendar year and not financial year.
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