PWC Chems Q3 2010
PWC Chems Q3 2010
com/us/industrialproducts
Chemical compounds Third-quarter 2010 global chemicals industry mergers and acquisitions analysis
Curates egg: The changing deal environment
Welcome to the third-quarter 2010 edition of Chemical compounds, PwCs quarterly analysis of mergers and acquisitions (M&A) in the global chemicals industry. In addition to a detailed summary of M&A activity in the third quarter of 2010, our special report takes a closer look at a global economy characterized by instability and its impact on the strategic M&A deal environment. In an effort to strengthen their core businesses and expand their footprint, companies are reconsidering foreign investment strategies. And while emerging markets offer opportunities to grow, they also present commercial risks and challenges. Like a curates egg, todays economic expectations are a mixed bag of good and bad.
4.0 3.5 3.0 US$ billions 2.5 2.0 1.5 1.0 0.5 0.0 Y-2
S&P 500 Companies
2.37
2.39
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Although it appears chemical companies have ample cash on hand to nance deals, price is a critical component for success. Higher prices typically require further assessment of future cash ows so that CEOs can be comfortable moving forward with the transaction. This is especially relevant in times of economic uncertainty when there is greater emphasis on the assessment of and tolerance for risk. As companies develop and move ahead with aggressive growth strategies, they must also be focused, disciplined, and deliberate in their approach. Meanwhile, the current competitive bid process often requires companies to make decisions without the benet of full diligence providing an advantage to those companies that can quickly and effectively assess the impact of certain risks on their business case based on prior knowledge and experience. With many chemical companies focused on using M&A to build their positions in high-growth regions, those who understand emerging markets, and therefore the risks, will have a natural advantage. Caution also affects buyers within emerging markets seeking to buy low-growth assets within the United States or Europe. In these cases, skepticism about the true value of the asset often derails the deal. Many chemical companies in emerging markets are waiting to see how the US and European economies rebound during the next two quarters before investing. For example, a Chinese chemical company looking to invest in the United States saw the target price drop signicantly but continued to hold off on closing the deal in anticipation of further discounts. With 2011 GDP projections in the United States and Western Europe below 3%,2 organic growth for chemical companies is limited at best. Growth by further reducing costs is not a realistic option; most companies have already taken drastic measures to cut costs and improve operating efciencies. This explains why most global chemical companies see M&A as the most viable way to meet stakeholder expectations to grow in the current economic environment.
Chemical companies that have already made a signicant investment in emerging economies over the past 10 to 20 years are putting plans into place to improve operations and expand their presence to meet booming local demand. For example, a European chemical company recently announced plans to direct nearly 40% of its capital expenditures toward Asia and Latin America by 2012. Finally, capital markets are more liquid, making nancing a deal in the event its needed more accessible than it was a year ago.
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Commentary
200 100 0
228
244
132 28
128 24
261
266
1Q09
88 10
2Q09
89 21
3Q09
4Q09
1Q10
2Q10
3Q10
Total announced deals Announced deals w/disclosed value Total announced deals w/disclosed value >= $50 million
125 22
104 24
119 29
12 10 2 1
15
2 1 2
2 1 3
3 2 3
24
10 3 3 3
1 3
1Q09
2Q09
3Q09
4Q09
1Q10
2Q10
3Q10
Total deals with a disclosed value At least $1 billion At least $500 million but less than $1 billion At least $50 million but less than $500 million
1 3
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Large deals (20062009, 1Q-3Q10) Value greater than $1 billion (and number of deals in category)
25 Number of deals 20 15
2 3 4 1
1 1
10 5 0
11 14 11 5 1 1 4 2 2
2006
2007
2008
2009
1Q10
2Q10
3Q10
Deal value by type of acquirer (20062009, 1Q-3Q10) Measured by percentage of deal value (actual deal value in billions, for deals with a disclosed value, shown in chart)
100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0%
13.8
26.5
10.7
4.2
2.6
1.9
5.2
71.6
106.6
60.9
29.9
21.0
8.0
45.8
2006
2007
2008
2009
1Q10
2Q10
3Q10
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Number of deals (3Q10) by target nation Measured by number of deals worth $50 million or more
Number of deals (3Q10) by acquirer nation Measured by number of deals worth $50 million or more
9.1% 13.6%
18.2%
Value of deals (3Q10) by target nation Measured by value of deals worth $50 million or more
Value of deals (3Q10) by acquirer nation Measured by value of deals worth $50 million or more
80.5% 79.9%
Asia Pacific
North America
Western Europe
Middle East
South America
Africa
Eastern Europe
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United States Brazilian Renewable Energy Co Brazil NOVA Chemicals Corp Canada
Mitsubishi Chemical Hldgs Japan Completed 1.91 Corp K+S AG Germany Completed 1.68 ETH Bioenergia SA IPIC Brazil Completed 1.39 0.50*
*This transaction is included in our data at this value based on data parameters. However, the enterprise value is substantially larger, standing at $2.3 billion when including assumed debt.
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Germany Pending
* This transaction is included in our data at this value based on data parameters. However, the enterprise value is substantially larger, standing at $3.8 billion when including assumed debt and certain liabilities. This transacation is not included in references to large deals elsewhere in this report.
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Co., Hitachi Ltd., Mitsubishi Heavy Industries Ltd. and Toshiba Corp. raised its interest to 91.657% from 24.99% by acquiring 66.667% interest, or 40 million newly issued shares, in Japan Nuclear Fuel Ltd., a Kamikita, Aomoribased manufacturer and wholesaler of nuclear fuel, for JPY 0.01 million (USD 118.82) in cash per share, or a total value of JPY 400 billion (USD 4.752 billion) in cash, in a privately negotiated transaction. AWB Ltd./Agrium Inc. Agrium Inc. of Canada denitively agreed to acquire the entire share capital of AWB Ltd., a Melbourne-based provider of grain management and marketing services, via a tender offer for AUD 1.5 (USD 1.346) in cash per share, or a total value of AUD 1.226 billion (USD 1.1 billion), via scheme of arrangement. Originally, Agrium planned to launch an unsolicited challenging offer to acquire the entire share capital of AWB. Previously, GrainCorp. Ltd. agreed to merge with AWB.
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PwC spotlight
Results from PwCs 13th annual Global CEO Survey (2010) showed that chief executive ofcers (CEOs) from large companies were more likely than those from smaller companies to complete an acquisition or enter a strategic alliance. Leaders of large corporations also were planning deals and alliances in the coming year, according to the survey released in January 2010. And many of these planned transactions were expected to be cross-border deals because of the opportunities available in emerging markets. As growing economic interdependencies drive more and more companies to venture beyond their own countrys borders to nd their ideal acquisition candidate, the appeal of cross-border deals will continue to grow. The PwC Corporate Finance network closes, on average, a deal a day around the globe in midmarket M&A transactions, and more than 40% are cross-border deals. Savvy acquirers learn lessons from each successful cross-border transaction and use that knowledge to navigate effectively through obstacles such as questionable business practices, inconsistent bookkeeping methods, political instability, and poor environmental controls. And while the challenges of cross-border deals differ depending on the size of the business and the country, leading companies conduct deals using essentially the same processes: establishing the strategic purpose for each acquisition;
managing and monitoring employee engagement; addressing change management issues; applying best practices for integration; and tracking progress toward achieving the desired cultural end state of the new company.3
In the past decade, we provided in-depth nancial advice on more than 300 announced deals globally per year with an average deal size of $135 million. More than 40% of those deals were cross-border. We have extensive industry capabilities, local market knowledge, and a proven track record advising both corporate clients and institutional investors, all of which reect our ongoing quest for leading practices. Thomson Reuters reported that PwC Corporate Finance completed the second-highest volume of deals globally in the midmarket for the 10 years to December 31, 2009. We can bring the strength of the PwC Corporate Finance network to bear by sourcing acquisition targets globally, including the BRIC countries and other emerging markets.
As experienced deal makers, we offer integrated solutions with full access to PwCs due diligence, tax, and post-deal professionals providing the full range of deal support from identication and strategic planning to post-merger integration.
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Corporate Finance services in the US are performed by PricewaterhouseCoopers Corporate Finance LLC, a registered broker dealer PricewaterhouseCoopers Corporate Finance LLC is owned by PricewaterhouseCoopers LLP, a member rm of the PricewaterhouseCoopers Network, and is a member of FINRA and SIPC.
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Action
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Impact
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Global connection
PwCs Chemicals Industry practice is a part of an Industrial Products group that consists of more than 32,000 professionals, including approximately 17,000 providing Assurance services, more than 8,000 providing Tax services, and 7,000 providing Advisory services.
Europe 14,200 Industrial Products professionals 1,040 Chemicals industry professionals North America & the Caribbean 5,000 Industrial Products professionals 470 Chemicals industry professionals Asia 8,300 Industrial Products professionals 1050 Chemicals industry professionals
Middle East & Africa 1,200 Industrial Products professionals 75 Chemicals industry professionals South America 2,300 Industrial Products professionals 235 Chemicals industry professionals
Australia & Pacic Islands 1,300 Industrial Products professionals 105 Chemicals industry professionals
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Contacts
US Chemicals leader
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For Corporate Finance services outside the US please contact: Global Corporate Finance Leader
Chris Hemmings +44.20.780.45703 [email protected]
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Methodology
Chemical compounds is an analysis of deals in the global chemicals industry. Deal information was sourced from Thomson Reuters using the Thomson-dened industry sector of Chemicals and Allied Products for targets, and other selected upstream and downstream industries (e.g., Oil & Gas, Mining, Drugs, etc.) acquired by companies that are part of the Thomson-dened Chemicals and Allied Products designation. This analysis includes all mergers and acquisitions for disclosed or undisclosed values, leveraged buyouts, privatizations, minority stake purchases and acquisitions of remaining interest announced between January 1, 2006 and September 30, 2010, with a deal status of completed, intended, partially completed, pending,
pending regulatory approval, seeking buyer, seeking buyer withdrawn, unconditional (i.e., initial conditions set forth by the acquirer have been met but deal has not been completed) or withdrawn. Geographic categories generally correspond to continents with exceptions for Australia (included in the Asia Pacic category), Europe (divided into Western and Eastern categories based upon UN denitions) and the Middle East (dened as a separate category based upon US CIA World Factbook). Where the number of deals is referenced in this analysis it means the number of all deals with disclosed or undisclosed values unless otherwise noted.
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