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Insights into Asia Pacific M&FinanceAsia and Clifford Chance M&A S

October 2012

#1#1 Global M&ACliff d Ch ’ iti iClifford Chance’s position in Mergermarket league tables

(Q1 - Q3 2012)

ASurveyy

Clifford Chance

M&A: Views from

M&A activity is down on last year at thisM&A activity is down on last year at this uncertainty in the Eurozone is creating athe immediate term.

It is far from doom and gloom however. gopportunity for strategic acquisitions andthrow up more opportunities. Chinese ouNexen of Canada. Japanese companiesheadline arising from Softbank’s US$20 due to strategic reviews driven by a condue to strategic reviews, driven by a conthe financial services sector. These are new markets or acquire businesses whic

The positive view is also reinforced by thThe positive view is also reinforced by thcompanies are looking for growth opportat a time when there may be less compe

As we enter the last quarter of the year wq ywe see strong interest particularly in intrato expand outside the region. Whilst somthrough and execute transactions, againin Asia and strong balance sheets, we exat valuations realistically taking into accoat valuations realistically taking into acco

Roger DennRoger DennyHead of M&A Asia Pacific

Insights into Asia Pacific M&A: FinanceAsia and Cliffo

Asia Pacific

stage. A lack of confidence due to global economic conditions andstage. A lack of confidence due to global economic conditions and headwind against companies executing on their M&A strategies in

In Asia Pacific, many companies see the current situation as a good y p gd to take advantage of lower valuations. Distressed situations should utbound M&A activity is up on last year, helped by CNOOC’s bid for s have been pursuing outbound M&A strategies, the most recent billion bid for Sprint. We are also seeing the divestment of businesses tinued focus on core businesses and regulatory change particularly intinued focus on core businesses and regulatory change, particularly in presenting attractive opportunities for acquirers who want to enter

ch were previously unavailable.

he healthy balance sheets of many companies. These cash richhe healthy balance sheets of many companies. These cash rich tunities, particularly outside their home markets and to acquire assets etition than in boom times.

with the expectation of continued uncertainty, p ya-Asia M&A and by Asian companies looking me companies will decide not to fully follow st a backdrop of positive economic growth xpect that strategic acquisitions, and those ount the uncertainty will get doneount the uncertainty, will get done.

Clifford Chance 2ord Chance M&A Survey - October 2012

Key findingsA i i t l iti d f i itiAsian companies strongly positioned for acquisitions Local protectionism and regulatory issues a major iss

79% of respondents agree Asia Pacific companies see the US and Eurozone uncertainties as an opportunity for acquisitions 91% expectEurozone uncertainties as an opportunity for acquisitions. 91% expect intra-Asia M&A and 73% expect inbound M&A to increase or remain at a similar level as last year.

In terms of target jurisdictions in Asia Pacific, China remains the most popular single market (59%) with Indonesia coming in a close second

Cross-border M&A continues to comprise a substantial proportion of all M&A activity (43% in year to date). Cross-border M&A between regions increased to 30% of total activity. Outbound M&A from emerging markets saw a

p p g ( ) g(52%). South east Asia as a block, tops the popularity stakes.

Global economic conditions (76%) continue to be the biggest drag on M&A but concerns about protectionism and regulatory issues (66%) and unrealistic price expectations (55%) are amongst the top four issues casting ☁ dramatic 54% increase on H1 2011 (by value)

p p ( %) g p ga shadow over M&A activity.

Traditional control acquisition remains the first choice deal structure but joint ventures were, overall, the most popular structure for the respondents taking into account 2nd preferences.

☁

JVg

The race to secure supplies of natural resources, Asian companies adopting global strategies and depressed valuations in target markets (63%, 57% and 46% respectively) are considered the main drivers for outbound M&A activity.

Resources still dominate as the hot M&A sector with Oil & Gas (52%), Mining (44%) and Consumer Goods & Retail (36%). Mining interest though has cooled down from last year, with a drop of 23% over the previous year.

♢NE

SWRespondents consider it to be a buyer’s market with the buyer being considered in control by 77% of the respondents. For top quality assets though, this is likely to be more balanced or even in favour of sellers.

A d i iti t ith l l k l d i th t i t t

♛

Insights into Asia Pacific M&A: FinanceAsia and Clifford Chance M&A Survey - October 2012

A good acquisition team with local knowledge is the most importantfactor for successful Asian M&A as cited by 23% of respondents.

i A i E d USin Asia, Europe and USsue of increasing concern

Expected activity levelsp y

33

5953

40

Increase on previous year

Similar levels40

Decrease on previous year

28

30 38

10 8

Cross-border inbound M&A from non-Asia-

Pacific strategic acquirers

Cross-border outbound M&A from Asia-Pacific

strategic acquirers

Intra-Asia-Pacific M&A

Clifford Chance 3

Source: FinanceAsia and Clifford Chance M&A Survey. Figures have been rounded.

g q g q

Sector trends Oil and gas, and mining are priority sectors for M&A investment.driver for Asia outbound M&A activity. The fight for resources alsand Mining respondents in a global survey carried out by the Ecquarter of 2012.

524125Oil and gas

%

52

44

36

4125

16

13 22

33

Oil and gas

Mining

Consumer, retail and leisure

20

7

7

27

29

25

18

17

9

Technology, media and telecom

Financial services

Pharma/healthcare

2414

7 2515

7

Industrials and chemicals

Power

R l t t 23

10

11

3

5

21

9Real estate

Transportation

Other servicesGreatest+ 2nd greatest

Total (Greatest+ 2nd greate3rd greatest)

21Others

Source: FinanceAsia and Clifford Chance M&A Survey

Greatest investment

Greatest+ 2nd greatest investment


Source: FinanceAsia and Clifford Chance M&A Survey

. Desire to secure supplies of natural resources is noted as a key so topped the list as the key driver for M&A activity by the Metals

conomist Intelligence Unit on behalf of Clifford Chance in the first

Mining and Resources – Michael Lishman, M&A Partner (Perth)

“The resources sector still remains very active. The high dollar, leadership transition in China and waiting for Chinese economic stimulus, the US election and continued bad news from Europe has affected the number of d l i 2012 ”

Healthcare in China - Emma Davies, M&A Partner (Shanghai)

deals in 2012.”

“There is no question that the healthcare industry will continue to focus on China given personal and household incomes are on the rise. JVs are increasingly being used by foreign companies looking to break through existing regulatory barriers.”

Consumer, retail and leisure – Kelly Gregory, M&A Partner (Shanghai)

“The growth rates in Asia continue to make Consumer Goods and Retail an active sector for M&A. As well as potential buyers looking to access these markets we are also seeing some companies looking to sell quality

Financial Services - Roger Denny, Head of M&A, Asia Pacific

these markets, we are also seeing some companies looking to sell quality assets as part of strategic reviews.”

st+

“Significant activity in the financial services sector is being driven by regulatory change and strategic repositioning by financial institutions. We have already seen banks such as RBS, ING and HSBC push ahead with their strategies and exiting banking and insurance businesses in Asia. We expect more to follow.”

Clifford Chance 4

Asia Inbound M&AHeat map shows territories expected to bein the next year to 18 months

MainlandChina59%

India33%

17

“ 17%33%Vietnam

21% SinMalaysia 21%

Thailand 13%China remains the top market for inbound acquisitions. Chinese companies have an appetite for opportunities in

“

Indonesia52%

developed markets, to access technology, customers and brands. There is particular interest also in the South Hemisphere especially in the resources sector.

Tim Wang, M&A partner, Beijing”


g p j g

e most popular for inbound M&A acquisitions

“South east Asia is seeing sustained and growing interest with M&A deal volume up

12%South Korea

29.4% over the first three quarters of last year.* Resources and consumer goods and retail are both seen

7% Hong Kong4% Taiwan

as sought-after sectors by foreign firms looking to grow their businesses.”

m 12% Philippines

gapore

Lee Taylor, M&A partner, Singapore

*Mergermarket Southeast Asia Roundup Q3 2012

Australia/ NZ

Clifford Chance 5

/ NZ32%

Asia Outbound M&AHeat map shows territories expected to beacquisitions in the next year to 18 months

C d UK

US

Canada22%

UK23%

69%A4

South America

41%#4#4 Americas M&A

Clifford Chance’s position in Mergermarket league tables


league tables(Q1 – Q3 2012)

e most popular for Asia Pacific outbound M&A

“ There continues to be a global slowdown in M&A with many companies adopting a wait and

Eurozone

see attitude. However, Europe has been the most attractive region for foreign investors with 42.2% of total cross-border

67% Europeother22%

13%

investments going into Europe made by countries outside of the region, with Asianinterest remaining high as Middle

Africa41%

13%reflected by the US$21.6 billion investments by Chinese and Japanese companies into Europe so far this year.* ”

MiddleEast

p y

Matthew Layton, Global Head of M&A, London#1*Mergermarket M&A Roundup Q3 2012

#1 European M&A

Clifford Chance’s position in Mergermarket league tables

Clifford Chance 6

league tables(Q1 – Q3 2012)

Key drivers

Desire to secure supplies of natural resourcesis top driver for Asia led M&A

Asian companies adopting global strategy

Cash and cheap debt strong companies with plenty of cash and access to cheap debt for acq

Asian companies adopting global strategylooking to expanded into European and US markets and regionally

strong companies with plenty of cash and access to cheap debt for acq

Depressed valuations in target marketssearch for bargains and strategic opportunities previously unavailable

Desire to find new markets and growth

Desire to secure know-how/technology, brandsare key drivers for TMT and CG&R sectors

Desire to find new markets and growthemerging markets to fuel growth

Regulatory change

Lack of opportunities in home marketsstrong domestic positions and increasing competition as markets open

leading to divestments especially by financial institutions


quisitionsquisitions

s

n up

Clifford Chance 7

...and challenges

Concerns arising tidrising tid

CC


Global economic conditionsGlobal economic conditionsdominates as the biggest drag on M&A

about local protectionism and regulatory issuesde of regulatory change and vetting creates uncertainty for investments

Continued concern about Eurozone and fears of Euro break up/bank failure persist

de of regulatory change and vetting creates uncertainty for investments

Sellers’ unrealistic price expectationspricing gap is stalling consummation of M&A deals

I ffi i f i f d dili

Concerns about economic growth in Asia Pacific

Insufficient comfort in respect of due diligencepoor transparency, heighted requirements for anti-corruption diligence

Concerns about economic growth in Asia Pacific40% expressed worries closer to home

Lack of attractive targetscompanies are holding on to quality assetscompanies are holding on to quality assets

Clifford Chance 8

Opportunities for Asia Pacific C79% say Asia Pacific companies see uncertainty in US and Europe as

f

60% say Western companies unlikely to risk emerging market

opportunity for acquisitionsThe increasing influences of Asia Pacific companies in M&A is highlighted by increasing outbound M&A and the strength of intra-Asian M&A.

acquisitionsUS respondents in the EIU survey* overwhelmingly chose the domestic market as a prime M&A opportunity and, to the extent they are looking to emerging markets, this is more focused g gon Latin America and Russia.

Asia Pacific companies

strong balance sheets and

growth in home k t

Western companies to

conserve resources due

to market t i t marketsuncertainty

Less competition for Depressed valuatiopacquisitions from European/US acquirers, particularly in Asia

popportunities in

and th

*Clifford Chance commissioned EIU to carry out a global M&A survey of nearly 400 senior executives


Companies63% of US respondents discouraged from cross-border M&A due to cultural i

US$500 billion of debt to be refinanced before 2016With tightening liquidity and slowdown in European bank lending this isissues

In the EIU survey*, more than half of all respondents are discouraged from acquiring overseas because of concerns about bridging cultural differences, rising to 63% for

in European bank lending, this is creating selling pressures for Western companies as they seek to repay existing debts due in the next three to four years.

respondents in the US.

Concerns about cultural

differences acts as a deterrent to

cross-border d l

Ever-increasing capital requirements

on financial institutions, together with the continuing uncertainty in the

Eurozone are deals

u o o e a eimpacting liquidity

ons and strategic Quality assets coming onto gEurozone, UK e US

y gmarket through disposals and

restructurings

Clifford Chance 9

from companies with annual revenues over US$1 billion in February 2012.

Eurozone uncertainty Impact on M&A transactions

Volatility and uncertainty in the Eurozone is continuing to influence M&Ato the general lack of confidence and slowing of activity. Asia Pacific resbiggest drag on M&A. In Europe itself the picture is mixed, with Germanyactivity in other areas such as Spain have been significantly impacted

Cross-border transactions involving a European target made up 42% of gamid the crisis European opportunities are opening up. Asia Pacific com

% facquisitions, according to 79% of respondents. The continued uncertainright strategic deal, and parties are paying careful attention to contractua

Inherent uncertainties over valuationsSellers insisting on certain funds Buyers contemplating contingent consideration/earn

Valuation and financing

Currency payment obligations should cater for Euroscenario

Contractual provisions in scenario

Acquisition financing agreements need to address ongoing exposure

provisions in transaction documents

As short a gap as practical between signing and completionIncreased focus on MAC and force majeure clauseConditionality may relate to risks identified in key businesses or regions of operation

Completionbusinesses or regions of operation


A activity. Across the globe, uncertainty in the Eurozone is contributing spondents rated economic uncertainty in the US/Europe as the third y and the UK being the strongest regions for M&A activity. Levels of

global deal value in the first three quarters of 2012. This shows that mpanies see the Eurozone (and US) uncertainties as an opportunity for

Focus on due diligence

nty is causing acquirers to generally move more quickly to secure the al and structural considerations in order to minimise transaction risk.

Business exposure to counterparties based in countries at risk of needing a financial assistance programme or exiting the Euro and economic slowdown in context of austerity measures

Focus on due diligence

n-outs

slowdown in context of austerity measures

Place of performance of contracts; governing law and exclusive jurisdiction of foreign courts

Euro exit may be credit event under CDS contracts

Mismatches in back to back contracts ando exit

Mismatches in back to back contracts and assets/liabilities

Key business contracts: ability to perform obligations and in face of redenomination risk

Target’s exposure to sovereign debt and debt ofTarget s exposure to sovereign debt and debt of European banks heavily exposed to sovereign debt

Target’s business dealings with public sector in countries at risk, or reliance on current fiscal regimes

Implications for cash flows of exchange controls

es

Clifford Chance

Implications for cash flows of exchange controls being imposed

10

Pricing gap and bridging expe46% of respondents consider depressed valuations in taof the respondents also consider sellers’ unrealistic pricchallenge.

Pricing gap is often a significant issue in uncertain marketsdrag on M&A deals currently being signed. There is an increcontingent or deferred consideration and other structures (sg (ventures or staged acquisitions) in these circumstances, to gap.

SolutionsContingent or defere.g. earn-outVendor retained staVendor retained staStaggered salesPurchaser clawbacVendor financing

Depressed Valuations

"Reaching agreemenincreasingly difficult dnorms. When both siand mechanisms suand mechanisms, sufacilitate agreement wterms of pricing. Flex


ctations of buyers and sellersarget markets as a driver for M&A activity whereas 58% ce expectations as a drag on M&A. Bridging this gap is a

. It is currently a eased focus on such as joint jbridge the pricing

PriceExpectations

rred consideration

akes Expectationsakes

cks

nt on price is fundamental to any M&A transaction, and it becomes during unsettled markets or a period of transition to new valuation des appreciate the market is in a state of flux, different structures ch as contingent consideration and staggered acquisitions canch as contingent consideration and staggered acquisitions, can which accommodates both seller's and buyer’s requirements in xibility on both sides is key to this process."

Simon Cooke, M&A Partner, Hong Kong

Clifford Chance 11

Protectionism and navigating a67% of respondents identified protectionism as one of the most significof high profile deals have been blocked by regulators this year. In Asiaproposed SGX/ASX merger and Huawei has run the gauntlet of oppositiacquisition of Nexen has garnered a lot of media and political attention,th l t ill thi d l Hi h fil bl k d d l t

Key risks for corporates

the regulators will approve this deal. High profile blocked deals are not flat in many jurisdictions. What is changing is the complexity of antitru

Proliferation of merger regimes and new regulations coming into force -imposing significant financial / time costs in terms of merger planning

Different standards and different fact patterns - new regimes do not always apply the same tests as more mature regimes. As more countries (e.g. India, Chi ) d l t l i th lik lih d f di iChina) develop merger control regimes, the likelihood of divergences increase. Fact patterns also differ - leading to different results (e.g. Mitsubishi Rayon / Lucleared unconditionally in EU / US, subject to remedies in China)

Procedures unclear – new regimes are still finalising and confirming procedureand the application of their own rulespp

Protectionism - foreign purchasers are often treated differently in merger contrreviews / subject to foreign investment clearance processes. This is a particulrisk in defence, technology and infrastructure sectors

Th i f h ll th h b ti k i i t ti i d l th tTheories of challenge - there has been an uptick in interventions in deals that vertical in nature (supplier/customer), especially in technology and media deals

s TimingH i i

Preparation and consistency

Stra

tegi

c co

nsid

erat

ions Have a timing strateg

consider if beneficial tone jurisdiction first orparallel review)

Be disciplined on timind dli

Ensure a consistent story across jurisdictions

Prepare early - regimes may request pre-notification (e.g. EU) and/or more

c deadlines economic /data intensive input


antitrust risk cant concerns for acquirers, an increase on last year’s 63%. A number Pacific last year, we saw the Australian government block the ion to its acquisitions in the US and Australia. CNOOC’s proposed , although there seems to be a reasonable expectation in the market

fl ti f t t d i t ti t h i d b dlreflective of current trends - intervention rates have remained broadly ust risk.

““Protectionism and regulatory changes are a serious concern for companies. There has been a proliferation of merger and anti-trust regimes in recent years, with Hong Kong being the latest entrant. Different jurisdictions have different standards, different processes different methodologies and different

“cite

es

“

different processes, different methodologies, and different timetables when it comes to merger regimes and this can lead to greater complexity in a cross-border M&A transactions.

Stephen Crosswell, Consultant, Antitrust/Competition,Hong Kong

”rol lar

Hong Kong

are

(Wider context

U d d h i iy (e.g. to file in r do

ng and

Understand how countries may exercise sovereignty over dealsMore regimes are taking non-competition factors into account (e.g. via ‘public interest’ and ‘national security’ tests)Engage public/government relations teams

h d t l t

Clifford Chance 12

where necessary and at an early stage

Increasing use of JV / alterOverall, respondents consider joint ventures and partnershideal structure, ahead of traditional M&A. 82% of respondentIn the EIU survey joint ventures were the top rated deal struIn the EIU survey, joint ventures were the top rated deal struis a notable shift in how deals around the globe are being st

. Outright acquisition is attractive in terms of control of the target. However, in a market in which a potential buyer has limited

i it b i k M&A ti i t j i t t

btfexperience, it can be risky. M&A participants use joint ventures as

a way of mitigating risk while they get to know the local market. Joint ventures also help tackle local protectionist measures, for example, in the form of foreign ownership limits or product approval processes. They can also be structured to hedge risks by

friea

Risk sharing

(financial,

Risk sharing

(financial,

pp p y g yproviding the acquirer an opportunity to learn about the

JV andJV and

legal and cultural)legal and cultural) Potential

for attractive returns

Potential for

attractive returns

Antitrust issues

Antitrust issues

JV and alternative

deal structures

JV and alternative

deal structures

May address valuation

gap

May address valuation

gap

May reduce risk of

protectionist reaction

May reduce risk of

protectionist reaction

"It is impwith the

Foreign ownership restrictions

Foreign ownership restrictions

Stepping stone to

acquiring 100%

Stepping stone to

acquiring 100%

Sharing of expertise

and know-how

Sharing of expertise

and know-how

with the will rightthey alsofuture"


rnative deal structures ip with strategic investors as their organisation’s favoured ts highlighted JVs as one of their preferred deal structures. ucture whereas two years prior it was traditional M&A Thisucture, whereas two years prior, it was traditional M&A. This tructured.

business before fully committing to, and valuing, the acquisition of the whole company. Joint venture structures are not, however, free f i k d t t d i th t hi h fil di t ifrom risk, as demonstrated in the recent high profile dispute in relation to BP-TNK, the Russian joint venture in which BP hold a 50% interest. A company considering a joint venture structure should ensure, amongst other things, that the relevant partners’ interests are aligned.

Know your partner Extensive due diligence required

Clear delineation of roles and Detailed contractual framework

g

Clear delineation of roles and decision making

Detailed contractual framework required

Can be unstable Contractual framework must address how disputes to be dealt with

What happens next? Critical to agree exit mechanism at the outset

portant to ensure the terms of the joint venture agreement are aligned business and strategic objectives of the parties. Although the partiesbusiness and strategic objectives of the parties. Although the parties

tly be focused primarily on the business aspects of the venture, it’s vital o consider potential exit mechanisms to minimise disputes in the

Andrew Whan, M&A Partner, Tokyo

Clifford Chance 13

About the survey:

This is the sixth year in which Clifford Chance and FinanceAsia havyrespondents expressed their views in September 2012, with 67% atappointed to conduct this M&A trends study by engaging with leadinsurvey. The goal was to gauge perceptions on the very latest marke

Respondents’ Profiles (%)

27

18Banking

Legal/Advisory

*

10

8

10

6

5

Services

Asset management

Industrial

Energy and resources

Pri ate eq it

18

MD/CEO/Partner

COO/CFO/Director

*

3

2

5

13

Private equity

Consumer

Alternative investment fund

TMT

Others

16

18

14

Business development/M&A manager

Company executive

Others

* Denotes less than 0.5 percent


ve collaborated on a regional M&A survey. Some 239 g yt CEO, MD, CFO, director or BD/M&A Manager level. Ipsos was ng decision makers and M&A professionals using an online et conditions and identify M&A trends in Asia Pacific.

39

14

9

5

5

Hong Kong

Singapore

Australia/New Zealand

India

Malaysia

*33

3

2

2

4

4Mainland China

Japan

Thailand

South Korea

North America

2

2

1

1

1

2Indonesia

UK

Taiwan

Europe other

Middle East

Eurozone 1

3

Eurozone

Southern Asia - other

Others*

Clifford ChanceClifford Chance 14

Global M&A team - Key contacGlobal Matthew LaytonT: +44 20 7006 1229E: matthew.layton@cliffordchance com

AfricaKem IhenachoT: +44 20 7006 1348E: kem.ihenacho@cliffordchance [email protected]

Belgium Philippe HamerT: +32 2533 5912

cliffordchance.com

Brazil Anthony OldfieldT: +1 212 878 3407 /T: +32 2533 5912

E: [email protected]

France

T: +1 212 878 3407 / +55 11 3019 6010E: [email protected]

GermanyFrance Catherine Astor-VeyresT: +33 14405 5325E: [email protected]

Germany Arndt StengelT: +49 69 7199 1486E: [email protected]

Middle EastGuy NormanT: +971 43620 615E: guy.norman@cliffordchance com

Netherlands Jeroen KosterT: +31 20711 9202E: jeroen.koster@cliffordchance comcliffordchance.com

SpainJosé María Fernández-DazaT 34 91590 9466

cliffordchance.com

UK/India Sumesh SawhneyT 44 20 7006 8390T: +34 91590 9466


T: +44 20 7006 8390E: [email protected]

Contact details for the partners in our Global M&A team arGlobal M&A Toolkit: www.cliffordchance.com

ctsAsia Pacific Roger DennyT: +852 2826 3443E: roger.denny@cliffordchance com

Australia Danny SimmonsT: +61 28922 8007E: danny.simmons@cliffordchance comcliffordchance.com

Central and Eastern Europe Alex CookT: +420 22 255 5212

cliffordchance.com

China Emma DaviesT: +86 212320 7215T: +420 22 255 5212


Italy

T: +86 212320 7215E: [email protected]

JapanItaly Paolo SersaleT: +39 028063 4274E: [email protected]

Japan Andrew WhanT: +81 35561 6615E: [email protected]

Russia Marc BartholomyT: +7 495 797 9893E: marc.bartholomy@cliffordchance com

SingaporeSimon ClintonT: +65 6410 2269E: simon.clinton@cliffordchance comcliffordchance.com

United Kingdom Simon TinklerT 44 20 7006 1684

cliffordchance.com

United States Brian HoffmannT 1 212 878 8490T: +44 20 7006 1684


T: +1 212 878 8490E: [email protected]

Clifford Chance 15

re available on the Clifford Chance m/GlobalM&AToolkit

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