The COVID – 19 Pandemic broke out at the end of 2019 and had negative consequences for the development of M & A transactions worldwide. In many situations M & A deals are key factors within the strategic development of many entrepreneurs in these testing times of Covid -19. The appearance of vaccinations against COVID- 19i n the middle of 2020 gives hope for an exit from this economic crisis from the beginning of the 2nd quarter of 2021. This will lead to the finalisation of suspended M & A transaction as many of them have been put on hold in this period. [1]It is believed that COVID -19 will change business-related rules and customs in many economic sectors. In addition, it will also accelerate the number of offensive takeovers on the market and intensify new forms of cooperation between industry sectors and entrepreneurs. To introduce these actions, entrepreneurs would be compelled to rebuild their strategic and financial plans and undertake actions designated at the securing of their market position. A study by the consulting firm Deloitte entitled “M&A and COVID-19 : Charting new horizons” suggested that M&A transactions will have a significant impact on the creation of terms and conditions in this new environment.
In the years 2014-2019 the value of concluded agreements within M & A transactions increased each year by USD 3 billion. This tendency has been stopped by the COVID -19 outbreak. In order to return to a normal and vibrant development of the M & A market, significant structural and systematic changes will be necessary to undertake and this process will not carry out evenly in all countries and in all business sectors. Many of these changes may result in quick M&A transactions in order to speed up the transformation process[2].
COVID-19 has also had an effect on the business environment and this will also influence the M&A market. Entrepreneurs should commence with implementation of new development strategies such as:
- joint investments with entrepreneurs and private equity entrepreneurs (along with venture capital)),
- partnerships,
- commitment to the development of modern technologies (solutions in the field of remote work and use of data analytics as well as tools of artificial intelligence within transactional processes)
- co-operation with governmental institutions,
- alliances between sectors including experts in certain fields
All aforementioned strategic actions shall be designated at the realization of M&A transactions which will finally bring a certain level of synergy and development within a limited period of time.
Taking into account the aforementioned aspects, entrepreneurs will introduce within the operative activities defensive or offensive strategies.
Defensive strategies in the market of M&A transactions will be favored by entrepreneurs fighting for survival to safeguard the future. Due to their difficult financial situations, these entrepreneurs will rather carry out optimization processes focusing mainly on the discarding of redundant assets (foreign and domestic affiliated entities) which failed to utilise their economic potential in full or did not match the strategy of their parent undertaking. As a result of the sale of assets not generating expected economic benefits, the parent undertakings will be in a position to regain their value for their owners. These entrepreneurs who completed M&A transactions prior to the outbreak of COVID-19 shall be forced to ramp up the processes of mergers and acquisitions. Other entities facing capital shortage will be considering alliances or co-investments related to their basic operating activities (along with reducing risk levels and required capital investments). A convenient way of building up long term values may be a very broad understanding of M&A transactions (private equity or venture capital) subject to existing entities or new emerging investment projects.
Offensive strategies on the market of M&A transactions relates to entrepreneurs having a strong financial and strategic position and seeking the achievement of a leading market position. Such strategies will be focused on co-operations with large partners of specialized profiles or taking over start-up entities acting in the sectors of innovative technologies and within the IT sector. This will all be undertaken to create new services or products meeting requirements of the clients within the post-covid economic time. It should be underlined that new digital channels, operative models based on the agile-model[3] along with different players in the supply chain (e.g. popular sales via the Internet) enjoy ever increasing popularity. These entities use the market of M&A transactions to change the implemented business model seeking the increase of their values for owners, protecting their client base, chains of supply and supplementing actual offers through new products and services.
The undertaken market analysis still shows interest in M&A transactions. Due to COVID – 19, entities offering their assets for sale have to make them more attractive. Preferable will be assets possessing large economic potential and
- precisely defining corporate related targets combining steady development with measurable commercial success,
- resistant against most unforeseeable situations,
- created on solid trust by a broad scope of collation of stakeholders.
Potential buyers will be broadly assessing assets on offer taking into account methods of risk evaluation (sensitivity analysis and analysis of scenario) or anticipated financial results on the operative level (EBIT, EBITDA or cash flow resulting from them or the latest favoured financial measure EBITDAC[4]).
M&A market transactions in Poland [5]
In 2020 the number of transactions increased compared with 2019 by approx. 28%, from 179 up to 229[6]. Despite the imposed lockdown, this growth resulted from a fast development of the IT sector, financial services and renewable energy. The greatest number of ownership changes in Poland has been noted in the following sectors: Media/IT/Telecom and financial services (see table below).
Purchaser: | Seller | ||
Media/IT/Telecom | 19% | 57% | Private Investor |
Financial services | 12% | 10% | PE/VC |
PE/VC | 9% | 4% | Financial services |
Other services | 8% |
Source: our own study elaborated on the basis of a report of Navigator Capital and FORDATA.
The TMT Sector[7] was predominant as a result of the worldwide trend being resistant against any restrictions introduced also in Poland. The progressing digitalization develops rapidly due to restrictions imposed on every sector. Therefore, companies invest in e-commerce solutions, big data and entertainment as well as they see new ways of optimisation of conducting processes.
Changes to the market were observed also with respect to financial and energy services. The difficult economic standing of small banks led to situations where they have been targeted by bigger players. A further important factor were consolidation processes within the financial and insurance services as well as within the energy sector. In 2019, only 8 (approx. 4%) of companies from the energy sector were subject to merger and acquisition interests while there were 19 (approx. 8%) companies in 2019. This was also caused by EU growing requirements on the reduction of carbon emissions until 2030 and the increasing popularity of photovoltaics.
In 2020 private equity and venture capital funds undertook 20 transactions and this constitutes rather a low share in their investment potential. According to predictions the activity of the funds will be raised in 2021. By the end of 2020 the activities in the sector PE/VC were strengthened and addressed at the completion of M&A transactions, in particular with regard to companies from the IT sector and internet services sector. In addition, private equity and venture capital funds decided to depart from 24 transactions in the Polish market. [8]
The year 2020 allowed many Polish companies operating in most dynamic growing sectors to undertake expansion abroad. The changes to the structure of the portfolio of entities in the private equity sector shows that their administrators noticed a change of long term trends resulting from the current COVDI -19 Pandemic.
[1] The value of unfinalized agreements in the first half of 2020 amounted to USD 804 Billion
[2] Data available in the report elaborated by Deloitte: M&A and COVID-19 „Charting new horizons” www.deloitte.com 2020
[3] Within this approach the overall objective is directed at the design of a product which will meet THE needs of customers and its implementation will be conducted as soon as possible. Based on customer behaviour, a corporation introduces further modifications or the so – called “pivot” follows (the previous idea will be given up and replaced by a fully new solution). There are three main assumptions for developing the agile approach (persons and interactions instead of processes and tools, working software instead of comprehensive documentation and co-operation with customers instead of contract negotiations. Reaction to a change instead plan implementation) („Reaction to a change instead plan implementation“ DOESN’T MAKE SENSE): Idzikowski W., Perechuda I., “Organisation transformation in agile approach (AN agile approach or agile approaches?), a comparative analysis of IT and other sectors” based on: Cooper R. G. (2016, 21-29), Dikert K. et al. (2016, 87-108), Ignatius A. (2016, 10), Pope-Ruark R. (2015, 112-113), Wendler R. (2013, 148-169).
[4] A popular instrument normalizing financial results – apart from standard indicators such as EBIT, EBITDA –EBITAC (Earnings Before Interest Tax. („INTEREST TAX“??), Depreciation & Amortisation and Covid) was newly introduced. What started as a joke, became a real financial measure being used on the M&A market. The German manufacturer Schenk Process Holding GmbH was the first company introducing EBITDAC within its financial report for the 1st quarter of 2020. The letter “C” refers to financial losses suffered due to the COVID- 19 pandemic correcting the financial performance provided by the EBITDA metric. Typical corrections may be loss of turnover and profit, downtimes of workforce, costs related to the termination of commercial contracts, problems within the supply structure and reduction in productivity due to remote work etc. Profitability of the majority of entrepreneurs has been negatively affected by the COVID-19 pandemic, however, some sectors may have made profits because of this crisis and therefore the letter “C” may also indicate positive values (gainful values) or negative values (registered losses)
[5] Poland Fuzje i przejęcia w 2020 roku. A report elaborated by Navigator Capital and FORDATA (December 2020).
[6] Stand as of 14.12.2020
[7] The TMT sector (Technology Media Telecommunication) – is a sector developing rapidly in Poland due to mergers and takeovers. Until quite recently this sector had been very fragmented and thus economically inefficient. A solution to this problem was provided with the help of consolidation which began seriously from 2013. Since then many spectacular transactions were undertaken within the TMT market (alliance Cyfry+ i „n”, purchase of Aster by UPC Polska, purchase of Polkomtel by Spartan Capital Holdings controlled by Mr. Zygmunt Solorz-Żak as well as the takeover by Netia Group Telefonia Dialog and Crowley Data Poland) and as a result a consolidation process was initiated showing significant participation of the sector in on the M&A market structure in Poland.
[8] See: Artur Wilk, Manager-Navigator Capital.