Q3 League Tables: M&A Back to ‘Normal’
Despite the coronavirus pandemic and the impending U.S. presidential election, the M&A market saw a return to relative normalcy in the third quarter of 2020 after a second quarter in which activity largely ceased. According to numbers from Dealogic, U.S. M&A activity above $5 billion and between $1 billion and $5 billion in Q3 was on par with the annual figures between 2014 and 2019, while M&A between $100 million and $1 billion matched 2019 levels, which were modestly below those of the previous five years. But even if that dealmaking pace continues, 2020 will be the worst year for M&A since the economy emerged from the great recession of 2008-09.
The seller in two of the three largest U.S. deals announced so far this year is Softbank Group Corp., which promised in March that it would offload $41 billion in assets in 2020. The Japanese technology investor announced on Sept. 20 that it would sell British semiconductor company Arm Ltd. to Nvidia Corp. (NVDA) for $33.5 billion plus as much as $5 billion more depending on Arm’s performance. And in June, Softbank monetized its $21.8 billion stake in T-Mobile US Inc. (TMUS), which will leave Deutsche Telekom AG as T-Mobile’s largest shareholder.
The third quarter also saw several sizable healthcare transactions. Three of those came in biotechnology: Gilead Sciences Inc. (GILD) agreed to pay $21 billion for Immunomedics Inc. (IMMU) on Sept 13; Illumina Inc. (ILMN) agreed to buy Grail Inc. for $8 billion in cash and stock on Sept. 21; Johnson & Johnson (JNJ) signed a deal to buy Momenta Pharmaceuticals Inc. (MNTA) for $6.5 billion on Aug. 19. In a deal that highlighted the increased importance of telemedicine, Teladoc Health Inc. (TDOC) plucked down $18.5 billion in stock for Livongo Health Inc. (LVGO) in a deal announced Aug. 5. And Siemens Healthineers AG agreed to pay $16.4 billion for cancer care specialist Varian Medical Systems Inc. (VAR) on Aug. 2.
Perhaps the most surprising aspect of M&A so far this year is the relatively small number of buyers who have attempted to walk from deals signed before Covid-19 brought business activity around to the world to halt in March. Despite the economic upheaval occasioned by the pandemic, very few deals have collapsed as a result.
Aerospace suppliers Woodward Inc. (WWD) and Hexcel Corp. (HXL) called off their merger in April, and there has been litigation over several other deals. LVMH Moët Hennessy Louis Vuitton SE claims it has the right to walk from its $16.2 billion agreement to buy Tiffany & Co. (TIF), which is suing in the Delaware Court of Chancery to force the French luxury goods company to close the deal, but LVMH may well be trying to extract a price cut from Tiffany rather than abandon the deal entirely. The case is before Delaware Vice Chancellor Joseph Slights III
Three deals in which buyers genuinely want to walk are in sectors where many businesses are challenged. Simon Property Group Inc. is trying to escape from its $3.6 billion agreement to buy rival mall operator Taubman Centers Inc. in a case before a Michigan state court. Two travel and lodging deals are also at risk. Delaware Vice Chancellor J. Travis Laster heard a week-long trial in late Aug. in a case where Dajia Insurance Group Co. Ltd. is seeking to force Mirae Asset Financial Group to complete a $5.8 billion deal to buy 15 U.S. hotels, a matter where the judge hinted at the end of the case that he might be leaning toward Mirae. And in another case before Slights, Carlyle Group LP (CG) affiliate and GIC Pte Ltd. seek to walk from an agreement to buy part of American Express Global Business Travel.
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