The sluggish property market has led to a new breed of risk-takers,
writes Robert Cave.
Growth by acquisition is an
excellent business
development tool. It can
provide the acquirer with
immediate scale advantage
and immediate cost savings.
Take-overs also allow
companies to overcome market
entry barriers, gain
technical skills, or bring
them to a market position
which would otherwise take
years to achieve.
Over the last three years,
the appetite among a new
generation of Irish
businesses and financial
investors to acquire
companies in overseas
markets has grown sharply.
We would expect this
momentum to continue to grow
in 2007 and 2008 as the M&A
landscape and its
characteristics shift. This
change is being driven by
several key factors, both
domestic and overseas. We
see traditional Irish
players in fragmented
markets, such as
distribution and old family
businesses that do not have
the required economies of
scale, consolidating
rapidly. This will leave
only a dwindling
availability of attractive
acquisition targets for
ambitious domestic
purchasers.
Irish-based investors now
have a greater ability to
raise significant amounts of
debt in their home market,
in a currency and at rates
that they are familiar with,
leveraging off assets in
Ireland rather than the
assets of the overseas
target. A new tier of
entrepreneurs, characterised
by an air of confidence,
aggression, and perhaps a
more professional approach
to risk mitigation, is
emerging in Ireland.
Those who have seen the
success of Irish business
leaders in closing major
deals worldwide, such as
that of Liam O'Mahony of CRH,
now feel confident in
replicating that success.
Whereas growth by serial
acquisition was once the
preserve of a select group
of large, corporate
multinationals, Irish
businesses now have an
appetite, and are
demonstrating an increased
ability, to grow by
acquisition.
The current stage of the
property market means that
investors are no longer able
to make the large short-term
returns that have prevailed
over the past number of
years. Yields on many
property investments are in
low single digits; this
contrasts markedly with the
potential returns of circa
20 per cent on investing in
a commercial company within
a growth sector. Serial
entrepreneurs now perceive
business acquisition as a
means of creating wealth,
and have accordingly set
about acquiring medium-sized
companies as a distinct
asset class. A notable trend
in recent years has been the
emergence of a new type of
acquirer on the
international Irish M&A
scene.
Traditionally, companies
made acquisitions primarily
to gain critical mass,
improve market share, or
benefit from operational
synergies. New acquirers now
increasingly include large
private companies that are
making acquisitions in
growth sectors both in
Ireland and overseas,
unrelated to their core
business, for
diversification purposes.
These companies, and a small
number of investment houses,
are acting as quasi-private
equity investors, providing
management teams with
backing to complete MBOs in
growth areas. Frequently,
the apparent strategy is to
roll up a number of
companies within fragmented
sectors where growth
potential exists. M&A would
not be possible without the
changes that have become
evident in the banking
sector over the last number
of years. There is now
increased availability of
debt financing, enhanced by
creative lending options and
favourable funding terms,
which has enabled this high
level of growth in
acquisition activity.
Growth in cashflow-based
lending has facilitated
organic growth, and creative
lending options, such as
combined debt and equity
packages, have allowed
companies to execute
ambitious acquisition
strategies. Increased
liquidity has been driven by
high levels of competition
within the corporate banking
sector, increased exposure
and tightening of margins on
property deals, as well as
the performance of AIM and
IEX-listed companies, as
investors diversify their
wealth into emerging,
high-growth companies. In
addition, executives are now
able to gain regular access
to areas such as central and
eastern Europe that only
five years ago were seen as
remote and inaccessible.
I worked in the early part
of the decade for eTel,
which was one of the first
strategic Irish investors in
the 'old' CEE states of the
Czech Republic, Hungary and
Poland. Back then the only
way to travel to these
states from Dublin was via
Frankfurt and the flight
would cost upwards of €400
and take the best part of a
day. Now there are up to 6
direct flights per day and
it takes two and a half
hours and costs under €100.
These states have therefore
become accessible to a new
wave of potential investors
looking to take advantage of
the countries'
accessibility, recent
accession credentials,
skilled workforce and high
growth rates.
The environment for doing
cross-border deals has
probably never been as
favourable, and we have seen
increased demand for
transaction assistance
outside of Ireland. However,
as a recent survey by Merger
Market discovered, the sense
is that the cross-border M&A
market will move away from
congested and somewhat
overvalued territories
towards Central and Eastern
Europe and neighbouring
economies such as Turkey.
There are always local
twists in transacting across
Europe but even the deal
documentation and deal
structures have now become
radically homogenised, with
all the normal elements you
would expect in an Irish M&A
transaction occurring in an
overseas deal, such as heads
of terms, share purchase
agreements, disclosure
letters and tax deeds. Even
though few of the world's
top businesses have achieved
success without carrying out
cross-border acquisitions,
it is perhaps worth
remembering that numerous
surveys have shown that over
50 per cent of acquisitions
fail to meet original
expectations.
As is always the case: let
the buyer beware.

Robert Cave is
director of corporate
finance at CFM Capital
Sunday
Business Post, 25/2/07