Chapter 2 of Gilbert + Tobin’s Takeovers + Schemes Review 2023 (below) explores which sectors made the greatest contribution to public mergers and acquisitions in Australia in 2022.

Chapters:

• Key Highlights - An analysis of Australian public mergers & acquisitions in 2022
• Chapter 1 - Market activity: M&A activity stabilises in 2022 after all time high of 2021
• Chapter 2 - Sector analysis: exploring the sectors of interest in 2022
• Spotlight - technology public M+A
• Chapter 3 - Public M&A: schemes, takeovers and pre-bid stakes – trends in 2022
• Chapter 4 - Involvement of foreign bidders in public M&A in 2022 & FIRB considerations
• Chapter 5 - Public M&A: consideration types and sources of funding in 2022
• Spotlight - decarbonisation and M&A
• Chapter 6 - Success factors in public M&A in 2022
• Chapter 7 - Transaction timing in public M&A in 2022
• Chapter 8 - Implementation agreements and bid conditions in public M&A transactions in 2022
• Chapter 9 - Regulator influence, trends and developments in public M&A in 2022

In summary:

• Energy & resources had the greatest level of activity of any sector both by number of deals (12 deals) and in terms of aggregate transaction value (28% of total deal value).
• The professional services sector followed closely behind, coming in second both by number of deals (11 deals) and in terms of aggregate transaction value (25% of total deal value).
• The retail & consumer services sector came third both by number of deals (four deals) and aggregate transaction value (22% of total deal value).
• 32% of the binding public M&A transactions announced in 2022 involved technology related targets, and accounted for 12% of the aggregate transaction value.

Energy & resources sector

The energy & resources sector had the greatest level of activity of any sector in 2022 by both number of deals and aggregate transaction value. The sector accounted for 29% of total transactions in 2022 (up from 23% in 2021) and 28% of total deal value (up from 11% in 2021). The aggregate investment in the energy & resources sector declined slightly from $14.9 billion in 2021 to $12.7 billion in 2022, in part because there were two fewer transactions.

The energy & resources sector featured the largest binding transaction announced in 2022, being BHP’s proposed $9.5 billion acquisition of OZ Minerals. The BHP and OZ Minerals transaction was an outlier in terms of size in 2022, as no other public M&A deals were valued over $1 billion in this sector. This contrasts to the previous year, when four of the 14 deals in the energy & resources sector were valued over $1 billion.

Other significant transactions in the sector included:

• St Barbara’s proposed $542 million scrip acquisition of Genesis Minerals, following Genesis’ $84 million acquisition of Dacian Gold;
• the competition for control of Perth Basin gas play Warrego Energy between Strike Energy, Beach and Hancock Prospecting, with Hancock emerging as the victor; and
• Mineral Resource’s $485 million acquisition of Norwest Energy, another Perth Basin explorer.

The majority of targets in these larger transactions operated in the gold and oil & gas industries. Metals & mining was the standout sub-sector, with 7 out of the 12 energy & resources transactions involving targets in this industry.

We expect to see significant deal activity in the metals & mining sector in 2023. This will be driven by a combination of factors including:

• a focus on so-called “future facing” minerals, as diversified miners pivot their portfolio to position themselves for the clean energy transition. Copper, in particular, has emerged as the potential “missing link” in the metals complex, with new discoveries in short supply and major copper production hubs in South America facing water shortages and geo-political challenges. BHP’s disposal of its petroleum division and proposed acquisition of OZ Minerals is the best example of this trend;
• the increasing role of ESG considerations in the metals & mining sector, as activist investors push for more socially meaningful outcomes across a range of metrics, from decarbonisation and greenhouse gas mitigation to biodiversity and Indigenous engagement. This is likely to favour acquirers with strong ESG credentials and targets with future facing minerals, operating in jurisdictions with stable fiscal regimes and a strong rule of law, including Australia (for further discussion on decarbonisation in M&A, see our Spotlight: decarbonisation and M&A); and
• renewed interest in gold as a store of value, given market volatility, the deflating of the crypto bubble and geo-political tensions. Newmont’s $21.5 billion approach for Newcrest early this year is a case in point. The Australian gold sector is still ripe for consolidation – with a surplus of milling capacity and a deficiency in resources of scale, M&A activity will offer the potential to gain critical mass, mitigate cost pressure and extract synergies, as Genesis Minerals’ combination with Dacian Gold and St Barbara demonstrates.

While decarbonisation continues apace, it seems likely that fossil fuel assets will continue to trade. Recent proposals for government intervention with price caps in the gas market, coupled with a potentially significant gas supply deficit on the East Coast, may trigger M&A (…at least once the design of legislation is clearer). Pressure on domestic coal producers may also prompt divestments of those assets into private hands, while at the same time, elevated prices equip coal producers with the cash to potentially rotate into future facing metals and alternative energy.

Transactions in energy & resources and other significant sectors

Professional services sector

The professional services sector ranked second both in terms of deal activity and aggregate transaction value, accounting for 11 transactions in 2022 (up from 5 in 2021) and 25% of total deal value (up from 4% in 2021).

The sector’s significant rise in 2022 was underpinned by HOCHTIEF AG’s $6.8 billion successful off market takeover of CIMIC Group (albeit starting with a ~78.6% controlling pre-bid stake). However, three of the 11 transactions in the professional services sector were valued over $1 billion.

The two other significant transactions in the sector were:

• BGH Capital and Sixth Street Partners’ proposed $1.4 billion acquisition of Pushpay; and
• Thoma Bravo’s successful $1.1 billion acquisition of Nearmap.

The majority of deals in this sector involved technology related targets operating in the software services industry (9 of the 11 professional services transactions). These targets included:

• Elmo Software (a provider of HR & Payroll software);
• Nitro Software (a provider of PDF, eSign and document productivity software);
• PropTech Group (a provider of real estate software and solutions);
• Pushpay (a provider of cloud-based transaction and donor management services to the faith sector and non-profit organisations located predominantly in the US); and
• Nearmap (a provider of high quality aerial imagery and geospatial content).

Other key sectors

The retail & consumer services sector was the third largest contributor to deal activity and deal value in 2022, with four deals occurring in this sector accounting for 22% of total deal value. This was driven by Blackstone Inc’s successful $8.9 billion acquisition of Crown Resorts.

On the face of it, the fall to 22% in 2022 from 31% in 2021 suggests a reduced contribution of this sector to the overall public M&A numbers. However, 98% of the value in this sector in 2021 was attributable to the monster $39 billion Afterpay / Block, Inc deal. If we exclude this outlier deal, the retail & consumer services sector only contributed to 1.5% of aggregate deal value in 2021 and so the movement to 22% in 2022 is quite significant.

Other sectors of interest included telecommunications, healthcare and financials:

• The telecommunications sector came in fourth overall by aggregate transaction value, accounting for 8% of deal value (up from 3% in 2021). However, this was attributable entirely to one transaction, being the Brookfield led consortium’s $3.4 billion acquisition of Uniti Group.
• There were three transactions in the healthcare sector in 2022 (up from 2 in 2021), accounting for 3% of aggregate deal value (consistent with 2021). COVID-19 undoubtedly had a significant impact on the sector, with hospitals and health systems feeling the brunt, counterintuitively, of diminished (or at least mixed) patient volumes and revenues, workforce constraints and increased labour and supply costs.
• There were also three deals in the financials sector, which accounted for 5% of deal value (identical to 2021). The significant transaction in this sector was Perpetual’s $2.2 billion successful acquisition of Pendal.

No bids in the utilities sector

Interestingly, in 2022 there were no binding public deals in the utilities sector. There was only one deal in the transportation & logistics sector, with Qantas Airway’s proposed $764 million acquisition of Alliance Aviation Services, which is subject to review by the ACCC. The limited activity in these sectors stands in contrast to 2021 where:

• the transportation & logistics sector came in second by deal value (18%, with an aggregate transaction value of $23.8 billion), driven by the $23.6 billion Sydney Airport transaction; and
• the utilities sector came in third (16%, with an aggregate deal value of $20.3 billion), powered by the $10.2 billion AusNet Services / Brookfield transaction.

Note, however, that we consider the reduced M&A in these sectors is an anomaly. While we may not have had any binding deals in these sectors, we can see significant interest in these sectors arising from:

• Brookfield and EIG’s revised proposal to acquire Origin, and Brookfield’s involvement in an earlier proposal to acquire AGL (both utilities); and
• IFM’s acquisition of a 19% stake in Atlas Arteria combined with its public comment it was considering making an acquisition proposal which did not eventuate (transportation & logistics).

Transactions per sector (number v value)

Top transactions by sector

The top five transactions by value came from five different sectors:

Sectors of interest for foreign bidders

In 2021, there was significant foreign interest in the professional services and energy & resources sectors. These two sectors were again responsible for the greatest level of interest for foreign bidders, accounting for seven and three of the 19 foreign bids, respectively. Otherwise, foreign bidders were interested in a wide range of sectors in 2022 including retail & consumer services, healthcare and industrial products, each with 2 bids.

Key sectors for foreign bidders

In terms of value, the professional services sector represented 37% of the total value of foreign bids. Apart from the professional services sector and healthcare, North American bidders dominated the top foreign bids in each sector in 2022.

What can we expect in the M&A space across sectors in 2023?

In our view:

• The energy & resources sector will continue to be one of the largest sectors for M&A in 2023.
• In the energy space, the transition to “net zero” and the Labor government’s target of reducing Australia’s greenhouse gas emissions by 43% below 2005 levels by 2030, will require significant investment in renewable energy generation, transmission and storage, and trigger competition for gas as a critical transition fuel.
• In mining & metals, we continue to expect consolidation amongst mid-cap producers across a range of commodities, together with opportunistic acquisitions of advanced developers by cashed-up producers seeking to replenish their growth portfolios. The lithium sector, in particular, is one to watch.
• Elsewhere, the ongoing Ukraine / Russia war and US / China strategic tensions will continue to drive realignment of supply chains, which is likely to require diversified miners to re-weight their portfolios towards jurisdictions within the embrace of the Western alliance.
• Infrastructure assets will remain attractive as growing superannuation / pension funds’ hunger for long term stable cash flows continues.
• The effects of the COVID-19 pandemic will continue to be felt. Given this, the general ageing of the population and a renewed focus on health, we expect to see continuing interest in the health, aged care and pharmaceutical related sectors.