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PwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory Partner, PwC China and Hong Kong 23 January 2018 www.pwc.com

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Page 1: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC M&A 2017 Review and2018 Outlook

David Brown, Transaction Services Leader, PwC China and Hong Kong

Christopher Chan, Advisory Partner, PwC China and Hong Kong

23 January 2018

www.pwc.com

Page 2: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

• The data presented is based on information compiled by ThomsonReuters, ChinaVenture, AVCJ and PwC analysis unless stated otherwise

• Thomson Reuters and ChinaVenture record announced deals. Some announced deals will not go on to complete

• The deal volume figures presented in this report refer to the number of deals announced, whether or not a value is disclosed for the deal

• The deal value figures presented in this report refer only to those deals where a value has been disclosed (referred to in this presentation as “disclosed value”)

• “Domestic” means China including Hong Kong and Macau

• “Outbound” relates to mainland China company acquisitions abroad

• “Inbound” relates to overseas company acquisitions of Domestic companies

• “Private Equity deals” or “PE deals” refer to financial buyer deals with deal value over US$10mn and/or with undisclosed deal value, mainly invested by private equity GPs but also including direct investments by financial institutions and conglomerates which are of the nature of private equity type investing

Foreword — explanation of data shown in this presentation (1 of 2)

2

Page 3: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

Foreword — explanation of data shown in this presentation (2 of 2)

• “VC deals” refer to financial buyer deals with deal value less than US$10mn and/or with undisclosed value, but invested by venture capital funds

• “Financial buyer” refers to investors that acquire companies with the objective of realizing a return on their investment by selling the business at a profit at a future date and mainly, but not entirely, comprises PE and VC funds

• “Strategic buyer” refers to investors that acquire companies with the objective of integrating the acquisition in their existing business

• In order to exclude foreign exchange impact, deal values from 2013 to 2016 were adjusted based on 2017 average Rmb/US$ exchange rate

3

Page 4: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

Overview

Page 5: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

2017 China M&A fell 11% to US$671bn off the record highs of 2016, as China pursued a more strategic approach to outbound M&A

5

* Financial buyer-backed China mainland outbound deals are also included in private equity deals, but they are not double counted in the total

deal volume and deal value in the table above

** US$43 bn ChemChina-Syngenta deal is included in 2016 outbound value

Source: ThomsonReuters, ChinaVenture and PwC analysis

Total deal volume and value, from 2013 to 2017

*

*

Volume Value Volume Value Volume Value Volume Value Volume Value

Strategic buyers (US$bn) (US$bn) (US$bn) (US$bn) (US$bn)

Domestic 2,7 04 1 35.7 4,1 80 221 .6 4,821 41 4.7 4,87 0 327 .3 5,1 1 1 37 3.8 5% 14%

Foreign 27 5 1 3 .8 354 21 .8 31 6 1 3 .3 27 1 6.9 255 1 4.2 -6% 105%

Total Strategic buyers 2,979 149.6 4,534 243.5 5,137 428.0 5,141 334.2 5,366 388.0 4% 16%

Financial buyers

Priv ate Equity 392 33 .0 593 66.6 1 ,062 1 7 6.6 1 ,7 67 21 9.0 1 ,324 1 7 9.8 (25%) (18%)

VC 7 38 0.8 1 ,334 1 .3 2 ,7 35 4.1 3 ,492 5.8 2 ,338 3 .1 (33%) (46%)

Total Financial buyers 1,130 33.8 1,927 67.8 3,797 180.7 5,259 224.8 3,662 182.9 (30%) (19%)

China mainland Outbound

SOE 55 35.8 7 8 25.4 7 9 23 .6 1 1 6 65.3 1 01 27 .9 (13%) (57%)

POE 1 1 8 1 0.4 1 45 1 3 .3 207 20.7 609 1 06.0 467 59.4 (23%) (44%)

Financial buy ers 25 1 .0 49 1 3 .0 94 1 2.7 1 95 37 .4 238 34.1 22% (9%)

Total China mainland Outbound 198 47.2 272 51.8 380 57.0 920 208.7 806 121.4 (12%) (42%)

HK Outbound 164 8.8 215 20.4 199 24.5 282 23.2 243 12.8 -14% -45%

Total 4,446 238.4 6,899 370.4 9,419 677.5 11,407 753.5 9,839 671.0 -14% -11%

% Diff

vol.

2017

vs.

2016

% Diff

val.

2017

vs. 2016

2015 201620142013 2017

**

Page 6: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

2,704

4,180 4,821 4,870 5,111

392

593

1,062 1,767 1,324

198

272

380

920 806

275

354

316

271 255

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

2013 2014 2015 2016 2017

Deal volume by main category (excludes VC)

Domestic Strategic Buyers Private Equity Deals China Mainland Outbound Foreign Strategic Buyers

Deal volumes declined by 14% overall, but the number of transactions was still the second highest ever annual total, and domestic strategic deals rose by 5% to a new record

6

* 238 financial buyer-backed outbound deals are also recorded in private equity deals

Source: ThomsonReuters, ChinaVenture and PwC analysis

No.

*

*

Page 7: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

135.7 221.6

414.7 327.3

373.8 33.0

66.6

176.6

219.0 179.8

47.2

51.8

57.0 208.7

121.4

13.8

21.8

13.3

6.9

14.2

0

100

200

300

400

500

600

700

800

2013 2014 2015 2016 2017

Deal value by main category (excludes VC)

Domestic Strategic Buyers Private Equity Deals China Mainland Outbound Foreign Strategic Buyers

Deal values also declined for outbound, foreign inbound, and financial-buyer deals, but domestic strategic deals increased by 14% with some large transactions in the real estate sector

7

US$ billion

* US$34.1bn of financial buyer-backed China mainland outbound deals are also recorded in private equity deals

** US$43 bn ChemChina-Syngenta deal is included in 2016 outbound value

Source: ThomsonReuters, ChinaVenture and PwC analysis

*

*

**

Page 8: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

19 27

67

34 39 5

9

27

19 19

18

18

19

48 28

3

1

2

3

0

20

40

60

80

100

120

2013 2014 2015 2016 2017

Number of deals with value > US$ 1 billion

Domestic Strategic Buyers Private Equity Deals China Outbound Foreign Strategic Buyers

There were fewer mega-deals (> US$1bn) in 2017 compared to the previous two years, in particular reflecting the tightening and rationalization of outbound activities by government authorities

8

Source: ThomsonReuters, ChinaVenture and PwC analysis

No.

Page 9: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

Strategic buyers

9

Page 10: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

Source: ThomsonReuters, ChinaVenture and PwC analysis

Domestic strategic deal volumes reached a new high in 2017 – continuing an unbroken year-on-year track record of increases. Part of this increase can be attributed to some buyers refocussing on internal transactions due to headwinds around outbound activity; deal values increased by 14% on 2016, largely due to strong activity in the real-estate sector

275 354 316 271 255

2,704

4,180

4,821 4,870

5,111

13.8 21.8 13.3 6.9 14.2

135.7

221.6

414.7

327.3

373.8

0

50

100

150

200

250

300

350

400

450

500

0

1,000

2,000

3,000

4,000

5,000

6,000

2013 2014 2015 2016 2017

Strategic buyer deals, from 2013 to 2017

Announced Deal Volume Inbound Announced Deal Volume Domestic

Announced Deal Value Inbound Announced Deal Value Domestic

No. US$ billion

10

Page 11: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

Real estate M&A hit a record high, mainly because of unbalanced regional development, policy constraints and funding restrictions, which encouraged market consolidation in the sector; industrials, technology, FS and consumer were also active

19.1 27.5 54.1 56.6 57.9 27.4

40.4

39.1 52.6

108.5

19.7

33.9

72.1 45.2

47.1

12.0

32.3

66.3 43.8

44.5

21.5

33.8

49.1

41.5

36.3

11.5

15.8

48.3

18.1

22.6

29.9

18.9

12.4

18.8

26.2

41.0

43.1

34.7

13.8

21.1

28.3

14.3

24.0

0

50

100

150

200

250

300

350

400

450

2013 2014 2015 2016 2017

Strategic buyer deal value by industry sector

Industrials Real Estate High Technology Financials Consumer Energy and Power Healthcare Materials Others

US$ billion

11Source: ThomsonReuters, ChinaVenture and PwC analysis

Page 12: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

PE/VC and financial buyer deals

12

Page 13: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

Fund-raising by traditional PE remained strong – but these figures do not take into account huge volumes of available capital from alternative financial investors (so-called “Big Asset Management” or “BAM”) comprising: corporate and SOE investment arms/captive-PEs, financial institutions, and government-backed funds; the Asset Management Association of China reported US$1.5tn of assets under management by private equity funds in China at the end of 2017 – a nearly 7-fold increase over the last 3 years

13

Source: AVCJ and PwC analysis

19.429.2

15.0 9.3

29.6

13.0

21.2

29.1

91.8 50.6

130140

163

103

283

0

50

100

150

200

250

300

0.0

20.0

40.0

60.0

80.0

100.0

120.0

2013 2014 2015 2016 2017

PE/VC fund raising for China investment

Non Rmb fund size Rmb fund size Fund volume

No.US$ billion

Page 14: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

Financial buyer investment activity declined from the boom year of 2016, but both domestic and foreign PEs were active, with deal volumes still 25% higher than in 2015

392 593

1,062

1,767

1,324

33.0

66.6

176.6

219.0

179.8

0

50

100

150

200

250

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

2013 2014 2015 2016 2017

Financial buyer deals*, from 2013 to 2017

Announced Deal Volume Announced Deal Value

No. US$ billion

14

Source: ThomsonReuters, ChinaVenture and PwC analysis

* Financial buyer-backed China mainland outbound deals are also included in the above numbers / VC not included

Page 15: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

Technology and real-estate related investment activity remain most important for financial buyers, accounting for 43% by value compared to 32% in 2016

15

Source: ThomsonReuters, ChinaVenture and PwC analysis

Financial buyer deal value* by industry sector, from 2013 to 2017

* VC not included (comprises a further US$3.1bn of mainly tech-sector investment)

12.4

69.2

41.8 45.0

4.0

8.7

18.4

40.8 28.3

15.8 30.1 33.5

23.8

19.4

31.2 24.7

2.5

22.8

19.7

12.3

1.3

2.4

5.4

19.1

5.6 8.5

11.0

12.1

10.6

5.3

17.0

25.3

18.3

0

20

40

60

80

100

120

140

160

180

200

220

2013 2014 2015 2016 2017

High Technology Industrials Real Estate Consumer Financials Media and Entertainment Healthcare Others

US$ billion

Page 16: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

Venture capital players, although still highly active, also declined off prior year peaks

16

738

1,334

2,735

3,492

2,338

0.8

1.3

4.1

5.8

3.1

0

1

2

3

4

5

6

7

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

2013 2014 2015 2016 2017

Venture Capital deals volume, from 2013 to 2017

Announced Deal Volume Value

No.

Source: ThomsonReuters, ChinaVenture and PwC analysis

US$ billion

Page 17: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

The much anticipated step-up in exit activity was seen for the first time in 2017, with a record number of both IPO and trade-sale exits

35

114 119 165

281

59

81 64

105

114

87

55 25

62

17

16

10

11

6

3

0

50

100

150

200

250

300

350

400

450

2013 2014 2015 2016 2017

PE/VC backed deal exit volume by type

IPO Trade sale Open market sale Share buyback Written off

17

No.

Source: AVCJ, CV Source and PwC analysis

Page 18: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

24 38

60 82

132

-

45

37

60

122

5

17 19

17

14

6

13 1

6

11

2

-

0

50

100

150

200

250

300

2013 2014 2015 2016 2017

PE/VC backed exit IPO volume by bourse

Shenzhen Shanghai Hong Kong NYSE/ NASDAQ Others

China’s stock markets saw record numbers of IPOs overall and were the main route to liquidity for PEs – their higher valuations make them attractive compared to offshore markets, but HK also saw a healthy level of PE-backed offerings and there was a rebound of interest in the US

18

No.

Source: ChinaVenture and PwC analysis

Page 19: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

Mainland China outbound

19

Page 20: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

As expected, China outbound M&A declined from the super-peak of 2016, with government policy guidance resulting in a re-focusing of outbound investment towards strategic deals and away from passive and trophy assets; there were fewer mega-deals, with access to foreign currency an issue for many buyers, and overseas regulators also had some impact on deal activity. Nevertheless, the total value and volume of outbound transactions was higher than 2014 and 2015 combined (and the value decline is less dramatic if adjusted for the massive Chemchina-Syngenta transaction in 2016)

198272

380

920806

47.2 51.8 57.0

208.7

121.4

0

50

100

150

200

250

0

100

200

300

400

500

600

700

800

900

1,000

2013 2014 2015 2016 2017

Mainland China outbound deals, from 2013 to 2017

Announced Deal Volume Announce Deal Value

No. US$ billion

20

*US$43 bn ChemChina-Syngenta deal is included in 2016 outbound value

Source: ThomsonReuters, ChinaVenture and PwC analysis

**

Page 21: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

Both POE and SOE investors were less active, but POEs continue to be the driving forceunder the “going out” strategy, with 60% of the total number of deals. It was thesecond straight year where the dollar value of POE deals exceeded their SOEcounterparts; financial investor participation in outbound activity is now wellestablished – accounting for nearly 30% of transactions

21

55 78 80 116 101

118145

205

609

467

25

49

95

195

238

-10

10

30

50

70

90

110

130

150

0

100

200

300

400

500

600

700

800

900

1000

2013 2014 2015 2016 2017

SOE Announced Deal Volume POE Announced Deal Volume Financial buyers Volume

SOE Announced Deal Value POE Announced Deal Value Financial buyer Deal Value

No.US$ billionChina mainland outbound deals, from 2013 to 2017

Source: ThomsonReuters, ChinaVenture and PwC analysis

Page 22: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

Technology and industrials products (often also higher specification) are still the most active sectors, with consumer products also important: this aligns with the strategy of going out to bring back technologies, advanced industrial know-how (“industrial upgrade”), IP, brands and consumer products to the China market

22

5 26

14 12 4 13 -

27

81

95

6959

47 35

31

50

9037

40

23

1911

12

6

11 33

14 14 4 10 3

27

89

140

103

51 63 49 56

58

58

28

16

17 19

10

33

14

0

20

40

60

80

100

120

140

160

180

200

High Technology Industrials Consumer Financials Healthcare Materials Media andEntertainment

Others

2017 SOE 2017 POE 2017 Financial buyers 2016 SOE 2016 POE 2016 Financial buyers

China mainland outbound deals by industry sector – volume, 2017 vs. 2016

No.

Source: ThomsonReuters, ChinaVenture and PwC analysis

Page 23: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

The participation of financial buyers in outbound M&A continued to grow – up by 22% by number on 2016; financial buyers have partnered with corporates, as well as investing on their own account, usually looking for businesses with a “China-angle” in their business plan

25 49

94

195

238

1.0

13.0 12.7

37.4

34.1

-

50

100

150

200

250

2013 2014 2015 2016 2017

0

5

10

15

20

25

30

35

40

Mainland China financial buyer-backed outbound deals

Announced deal volume Announced deal size

23

No. US$ billion

Source: ThomsonReuters, ChinaVenture and PwC analysis

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PwC

43 85 95

217 221 63

81 110

300 254

33

64

107

219 208

29

17

29

69

49

6

11

17

46

25

8

7

9

13

16

11

5

7

22

22

5

2

6

34

11

0

100

200

300

400

500

600

700

800

900

1,000

2013 2014 2015 2016 2017

中国内地企业海外并购交易数量按投资目标地区分类

United States Europe Asia Oceania Other North America Africa South America Russia

No.

The search for advanced technologies and established brands mean that developed markets in the US and Europe – as well as some parts of Asia – remain the largest destinations for Chinese buyers; despite the much publicized impact of security reviews by CFIUS and the Trump government’s ambivalent attitude towards Chinese investment, the number of deals in the US actually increased slightly to a new record (but see next slide); Asia is also popular, with the Belt & Road Initiative having some impact

24

Source: ThomsonReuters, China Venture and PwC analysis

Outbound M&A deal volume by region of destination 2013-2017

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PwC

5.0 13.8 23.4

94.5

40.7 11.0

15.4 14.3

16.6

36.2

11.7

11.4 11.8

65.8

18.3

7.0 3.7

2.2

14.9

3.8

0.1 1.7

0.1

7.4 4.9

9.7

7.3

2.4

11.2

0

50

100

150

200

250

2013 2014 2015 2016 2017

中国内地企业海外并购交易数量按投资目标地区分类

Europe Asia United States Oceania Other North America Africa South America Russia

US$ billion

However, geographical analysis of outbound deals by value shows that the dollar amount invested in the US has declined significantly, with Eur0pe also down (but note impact of ChemChina-Syngenta deal in comparatives), and Asia making up some of the shortfall

25

Outbound M&A deal value by region of destination 2013-2017

*US$43 bn ChemChina-Syngenta deal is included in 2016 outbound value

Source: ThomsonReuters, ChinaVenture and PwC analysis

*

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PwC

Outbound M&A to Belt & Road countries surged (although not all deals are directly attributable to the initiative)

25 24

53

22

135

11.4

7.09.1

1.9

21.4

0

5

10

15

20

25

0

20

40

60

80

100

120

140

2013 2014 2015 2016 2017

China outbound to B&R, by value and volume from 2013 to 2017

Announced Deal Volume Announced Deal Value

No. US$ billion

26

Source: ThomsonReuters, ChinaVenture and PwC analysis

B&R (Belt and Road) includes 66 countries around 3 continents.

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PwC

Key messages

27

Page 28: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

Key messages — China M&A in 2017 (1 of 4)

• 2017 China M&A fell 11% to US$671bn off the record-highs of 2016, as China pursued a more strategic approach to outbound M&A

• Deal volumes declined by 11% overall, but the number of transactions was still the second highest ever annual total, and domestic strategic deals rose by 14% to a new record

• Deal values also declined for outbound, foreign inbound, and financial-buyer deals but domestic strategic deals increased by 14%, with some large transactions in the real estate sectors

• There were fewer mega-deals (> US$1bn) in 2017 compared to the previous two years, in particular reflecting the tightening and rationalization of outbound activities by government authorities

28

Overall Domestic and Foreign-Inbound Strategic

• Domestic strategic deal volumes reached a new high in 2017, continuing an unbroken year-on-year track record of increases – part of this increase can be attributed to some buyers refocussing on internal transactions due to some headwinds around outbound activity; deal values increased by 14% on 2016, largely due to strong activity in the real-estate sector

• Real estate M&A hit a record high, mainly because of unbalanced regional development, policy constraints and funding restrictions which encouraged market consolidation in the sector; industrials, technology, FS and consumer were also active

Page 29: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

Key messages — China M&A in 2017 (2 of 4)

29

PE/VC and financial buyer deals

• Fund-raising by traditional PE remained strong – but these figures do not take into account huge volumes of available capital from alternative financial investors (so-called “Big Asset Management” or “BAM”) comprising: corporate and SOE investment arms/captive-PEs, financial institutions, and government-backed funds; the Asset Management Association of China reported US$1.5tn of assets under management by private equity funds in China at the end of 2017 – a nearly 7-fold increase over the last 3 years

• Financial buyer investment activity declined from the boom-year of 2016, but both domestic and foreign PEs were active, with deal volumes still 25% higher than in 2015

• Technology and real-estate related investment activity remain most important for financial buyers, accounting for 43% by value compared to 32% in 2016.

• Venture capital players, although still highly active, also declined off prior year peaks

• The much anticipated step-up in exit activity was seen for the first time in 2017, with a record number of both IPO and trade-sale exits

• China’s stock markets saw record numbers of IPOs overall and were the main route to liquidity for PEs – their higher valuations make them attractive compared to offshore markets, but HK also saw a healthy level of PE-backed offerings and there was a rebound of interest in the US

Page 30: M&A 2017 review and 2018 outlook - pwccn.com · PDF filePwC M&A 2017 Review and 2018 Outlook David Brown, Transaction Services Leader, PwC China and Hong Kong Christopher Chan, Advisory

PwC

Key messages – China M&A in 2017 (3 of 4)

30

Mainland China Outbound

• As expected, China outbound M&A declined from the super-peak of 2016, with government policy guidance resulting in a re-focusing of outbound investment towards strategic deals and away from passive and trophy assets; there were fewer mega-deals, with access to foreign currency an issue for many buyers, and overseas regulators also had some impact on deal activity. Nevertheless, the total value and volume of outbound transactions was higher than 2014 and 2015 combined (and the value decline is less dramatic if adjusted for the massive ChemChina-Syngenta transaction in 2016)

• Both POE and SOE investors were less active, but POEs continue to be the driving force under the “going out” strategy, with 60% of the total number of deals. It was the second straight year where the dollar value of POE deals exceeded their SOE counterparts; financial investor participation in outbound activity is now well established, accounting for nearly 30% of transactions

• Technology and industrials products (often also higher specification) are still the most active sectors, with consumer products also important: this aligns with the strategy of going out to bring back technologies, advanced industrial know-how (“industrial upgrade”), IP, brands and consumer products to the China market

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PwC

Key messages – China M&A in 2017 (4 of 4)

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Mainland China Outbound (Continued)

• The participation of financial buyers in outbound M&A continued to grow – up by 22% by number on 2016; financial buyers have partnered with corporates as well as investing on their own account, usually looking for businesses with a “China-angle” in their business plan

• The search for advanced technologies and established brands mean that developed markets in the US and Europe – as well as some parts of Asia - remain the largest destinations for Chinese buyers; despite the much publicized impact of security reviews by CFIUS and the Trump government’s ambivalent attitude towards Chinese investment, the number of deals in the US actually increased slightly to a new record; Asia is also popular, with the Belt & Road Initiative having some impact

• However, geographical analysis of outbound deals by value shows that the dollar amount invested in the US has declined significantly, with Eur0pe also down (but note impact of ChemChina-Syngenta deal in comparatives), and Asia making up some of the shortfall

• Outbound M&A to Belt & Road countries surged (although not all deals are directly attributable to the initiative)

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PwC

Outlook

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PwC

Outlook for 2018 (1 of 6)

Overall

• We think overall China M&A for 2018 will show some growth over 2017 – tracking close to, and perhaps exceeding, the records of 2016

- With greater policy clarity, we believe outbound M&A will restart its growth trend

- Domestic activity will remain strong as the economy continues to mature and develop

- PE and financial buyer activity will grow (both domestically and outbound) under pressure to defray large amounts of capital.

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PwC

Outlook for 2018 (2 of 6)

China Outbound

• China issued new rules on 26th December 2017, to streamline administrative procedures and strengthen regulation over outbound investment – although not a major policy change compared to recent practice, we think this brings welcome clarity and will result in a more orderly cross-border M&A scene in 2018

• Foreign exchange availability has been relaxed somewhat, but will continue to have a role as a mechanism by which the new policies are enforced, necessitating early communication and planning by Chinese buyers

• With the new guidance and the China National Congress now behind us, we think that Chinese investors can embark on overseas deals with more certainty than in 2017 and it is possible that we will see a strong first half of 2018 in particular, with some backlog released and buyers having one eye on available currency quotas

• On-strategy outbound M&A (including going-out-to-bring-back, industrial upgrade, and Belt & Road) continue to be encouraged by government policy, and the stabilisation of the Renminbi, availability of capital (including from PE and BAM) and positive valuation arbitrage for A-share listed buyers, all point to continuing strong activity

• Synergistic deals around industrial value chains, industrial upgrade and advanced manufacturing, consumption upgrade, metals-mining-resources, aerospace and energy industries will be important contributors to activity; and we expect China’s large technology companies to be active on the global stage

• However, investment in non-strategic or passive assets in sectors such as sports, entertainment and real-estate are likely to decline

• Overall, we expect a modest increase over 2017, with stronger growth continuing in the next few years.

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PwC

Outlook for 2018 (3 of 6)

Domestic and Foreign-Inbound Strategic

Domestic strategic

• Domestic strategic activity will continue at existing robust levels of activity driven by:

- General maturing, consolidation and restructuring in the economy

- A-share listed companies and POEs taking advantage of multiples arbitrage and searching for inorganic growth in a slower organic growth environment

- Active industry sectors including technology, real-estate, financial services and healthcare

- Ongoing SOE reform

Foreign-Inbound strategic

• Inbound strategic deals are expected to remain at reasonable activity levels both from continued restructuring of existing businesses in China as well as inward investment in various sectors, including automotive and pharma.

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PwC

Outlook for 2018 (4 of 6)

Private equity (and other financial investors)

• Unprecedented amounts of capital are now in play from “Big Asset Management”, including insurers (and other financial institutions); government and industry funds; SOE funds; and private-company funds

• With pressure to defray this wall of money, we expect financial buyer activity to continue to increase in the mid to long term, with outbound M&A a particular driver of growth – as in 2017

• We expect exit activities to keep their momentum with good activity in both A-share and offshore (HK and NY) IPOs, and further growth in trade sales

• Overall, we think full year 2018 investment will be higher than in 2017, perhaps re-approaching the peak of 2016.

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PwC

Outlook for 2018 (5 of 6)

Key industry sectors

• Real estate

- M&A strategy in real estates sector is not only market driven, but also the result of tighter regulatory policy: unbalanced regional development, policy constraints and funding restrictions caused domestic M&A activities and market consolidation in the real estate sector, and are likely to increase further

- However, traditional real estate outbound M&A activity is expected to decrease in the near future for reasons described earlier

- With improving macro-economic trends, more stable growth in the real estate market is anticipated, and corporations that have sufficient land and capital reserves may grow rapidly in a highly competitive domestic market.

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PwC

Outlook for 2018 (6 of 6)

Key industry sectors (cont’d)

• Technology

- E-commerce and online platforms will continue to be of interest to some of the tech majors

- Cross-over has a profound impact on various industries, such as retail, education, real estate (lease) etc., as the TMT companies evolve from a service platform to gradually acquire assets and operate the underlying business. The cross-over between financial services and technology is also an area of interest and we expect activity around payment platforms, crypto-currencies and blockchain

- New technology such as AI, IoT and blockchain continue to be a focus of investors

- The favorable policy change by the HK Stock Exchange offers more flexible exit alternatives, which will further boost M&A activities

- Increasing scrutiny of overseas security review / approval and outbound investment guidance have cooled down activity levels in the US and Europe, and focus is being shifted somewhat to the Asia market.

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PwC

Data compilation methodology and disclaimer

Statistics contained in this presentation and the press release may vary from those contained in previous press releases. There are three reasons for this: ThomsonReuters and ChinaVenture historical data is constantly updated as deals are confirmed or disclosed; PricewaterhouseCoopers has excluded certain transactions which are more in the nature of internal reorganisations than transfers of control; and exchange rate data has been adjusted.

• Acquisitions of private/public companies resulting in change of control

• Investments in private/public companies (involving at least 5% ownership)

• Mergers

• Buyouts/buyins (LBOs, MBOs, MBIs)

• Privatisations

• Tender offers

• Spinoffs

• Splitoff of a wholly-owned subsidiary when 100% sold via IPO

• Divestment of company, division or trading assets resulting in change of control at parent level

• Reverse takeovers

• Re-capitalisation

• Joint Venture buyouts

• Joint Ventures

• Receivership or bankruptcy sales/auctions

• Tracking stock

Included Deals Excluded Deals

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• Property/real estate for individual properties

• Rumoured transactions

• Options granted to acquire an additional stake when not 100% of the shares has been acquired

• Any purchase of brand rights

• Land acquisitions

• Equity placements in funds

• Stake purchases by mutual funds

• Open market share buyback/retirement of stock unless part of a privatisation

• Balance sheet restructuring or internal restructuring

• Investments in greenfield operations

• Going private transactions

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