LONDON – As companies brace for the impact of 2016’s political shocks and looming elections next year, global appetite for mega-mergers may slow amid the prospect of increased protectionism.
The biggest transactions mostly involved buyers and sellers from different countries: Bayer AG’s acquisition of Monsanto Co. in the U.S., China National Chemical Corp.’s bid for Syngenta AG and SoftBank Group Corp.’s purchase of ARM Holdings PLC. Cross-border deals accounted for more than half of acquisitions larger than $25 billion announced this year, according to data compiled by Bloomberg. They also made up nearly half of the $3 trillion in total announced deals, the data show.
But the sources of international M&A are becoming more inward looking and protective, and it is still unclear how political changes will affect businesses. Chinese firms are facing regulatory scrutiny abroad, with growing opposition in the U.S. and Europe, and restrictions on mega-deals at home.
In the West, the U.S. elected Donald Trump its next president — a decision with potential implications for U.S. companies’ tax bills and the reception that bidders, especially Chinese, could get when they target assets in the country. In the U.K., which voted to leave the European Union, Prime Minister Theresa May has said the country needs a “proper industrial strategy” that can be used to defend strategic industries and companies like drugmaker AstraZeneca PLC.
Next year, Europe will also see elections in the Netherlands, France and Germany that could unseat incumbent leaders and strengthen populist, nationalist movements across the continent. These votes could have ramifications for the EU and eurozone, causing more instability and volatility in the currency bloc.
Here’s what is on the minds of deal makers as they head into 2017.
The largest acquisitions already saw a decline this year. There were 13 deals above $25 billion announced in 2016, slightly below a year earlier, according to data compiled by Bloomberg. The value of total transactions announced is down about 18 percent from last year.
“Lack of confidence is never good for deal-making,” said Hernan Cristerna, global co-head of mergers and acquisitions at JPMorgan Chase & Co. in London. “If CEOs are trying to gauge the benefits of a big deal and don’t know how the regulatory environment will play out, some may be hesitant to push the button.”
More than $580 billion in deals were terminated this year, according to the data, some of which can be attributed to a stricter regulatory landscape. The largest failed deal was Pfizer Inc.’s $160 billion attempt to take over rival drug maker Allergan PLC. That was quashed when U.S. regulators proposed new rules to limit so-called tax inversion deals, in which a company gets an address in a more favorable tax regime as part of an acquisition.
The U.S. also blocked deals that it saw as a threat to its national interests, including Chinese-backed Grand Chip Investment GmbH’s plan to buy German chipmaker Aixtron SE, which supplies American defense companies.
The outcome of the U.S. elections and Brexit will result in more protectionism in both countries, said Ying Zhang, associate dean for China at the Rotterdam School of Management at Erasmus University. There could be “huge resistance” to foreign acquirers as a consequence, she said.
China, whose companies spent more than $200 billion on overseas deals this year, more than double last year’s record, is planning curbs on its companies’ foreign acquisitions that will last until September, people with knowledge of the matter said last month. That includes barring most investments of $10 billion or more.
“The impact of capital-control rules introduced in China has to be assessed, as Chinese companies were among the most active drivers of M&A in the last few years,” said Thomas Piquemal, global head of mergers and acquisitions at Deutsche Bank AG in London.
Japan, which could fill the gap left by Chinese firms’ clipped merger ambitions, represents “the greatest cross-border opportunity,” JPMorgan’s Cristerna said. A shrinking population and stagnant economy at home have pushed businesses in the country to look for growth abroad, he said.
Japanese companies agreed to spend more than $84 billion acquiring foreign assets this year, up 23 percent from 2015. SoftBank’s $32 billion purchase of ARM Holdings in the U.K. was the largest of those deals, while brewer Asahi Group Holdings Ltd. was one of the most acquisitive, snapping up European assets sold off as part of Anheuser-Busch InBev SA’s merger with SABMiller PLC.
As Trump prepares to take office on Jan. 20, several of his proposals could have sweeping implications for companies that want to do business and deals in the U.S.
He has called for tax breaks that could lead to the repatriation of U.S. companies’ funds held overseas and lower tax bills. That could free up billions of dollars for M&A in the country, as well as dividends and share buybacks.
“This would free up cash for M&A and fuel a wave of deal activity,” LionTree Advisors Chief Executive Officer Aryeh Bourkoff said in a year-end letter to staff. “Repatriation could be of particular benefit to Apple, Microsoft, Alphabet, Cisco and Oracle, which are holding a combined estimated $500 billion in cash overseas.”
Trump’s hard line on China could also lead to increased scrutiny of investments from the country into the U.S. He’s nominated former Goldman Sachs Group Inc. partner Steven Mnuchin as Treasury secretary, a post that would make him chair of the Committee on Foreign Investment in the U.S. CFIUS has the power to review foreign takeovers of American companies and, if its mandate is broadened, could be used as a tool raise barriers if it opens a path to reject Chinese investments.
Trump also picked Peter Navarro, a University of California at Irvine economics professor and a critic of China’s trade practices, to lead the newly formed White House National Trade Council.
Still, some upheaval has created opportunities for buyers. Foreign acquirers spent more on European assets this year than they have since at least 1990, according to data compiled by Bloomberg, taking advantage of weaker currencies that cheapened deals.
And going into 2017, some in the industry remain optimistic.
“Trump’s election has injected enormous confidence into the markets, and nothing is more important to M&A than confidence in the future,” said John Reiss, head of the global M&A practice at law firm White & Case LLP. “We remain very optimistic for 2017 deal-making and expect it to be more active than in 2016, but less so than 2015.”
U.S. companies especially could be big beneficiaries. “If Trump continues to be perceived as willing and able to implement his pro-business agenda, it will increase the ability of U.S. companies to make acquisitions around the world, and increase the attractiveness of the U.S. to non-U.S. acquirers,” Reiss said. “Overall, the U.S. will be perceived as a relatively good place to do deals.”
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