Gilbert + Tobin has released its Schemes + Takeovers Review 2023, which examines 2022’s public mergers and acquisitions valued over $50 million involving ASX-listed companies. The Review provides our perspective on the trends for Australian M&A in 2022 and what that might mean for you in 2023.

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

The following spotlight from Gilbert + Tobin’s Takeovers + Schemes Review 2023 focuses on the Australian tech sector. 

ASX-listed technology and software companies played a significant role in M&A during 2022.

Valuations of virtually all ASX-listed technology stocks were hit hard during the first half of 2022, with many companies emerging as attractive targets given record or near-record lows in share prices. This coupled with a strong US$ made A$ ASX listed companies look attractive. 32% of the public M&A transactions announced in 2022 analysed in this Review involved technology related targets, and accounted for 12% of the aggregate transaction value.

Pricing and valuation changes and board engagement in M&A deals

The drastic valuation changes over a 6-12 month period complicated approaches, with bid premiums calculated by bidders over short-term VWAP comparing unfavourably to the longer periods preferred by targets.

Target board engagement was often initially limited, with bidder pricing seen as opportunistic. Target boards’ expectations on value were set prior to changes in the market. Where boards did engage, there were frequently extensive ‘price discovery’ processes run to ensure target boards considered they had achieved appropriate value prior to any agreed deal or announcement.

Private equity active bidders in Australian tech sector

Private equity / private capital were particularly active as bidders for technology and software companies, being involved in a majority of technology sector transactions in 2022. Those transactions included:

In addition, at the time of writing, Tyro Payments has received a non-binding indicative offer from Potentia Capital and has granted it due diligence. The trend of tech M&A in listed Australian M&A seems destined to continue into 2023.

US interest in Australian tech targets

In particular, 2022 saw a heightened interest in Australian technology related targets from US acquirers (including major US tech-based private equity sponsors), with many exploring or launching their first public M&A transactions in the Australian market.

Drivers for this include both the disparity in public market valuations of technology stocks in Australia compared to the US, and the continuing weakness of the Australian dollar. On both metrics, ASX targets are attractive to US bidders given the significant discount to similar businesses in their home jurisdiction.

It is likely that many of these companies acquired by US private equity will not re-emerge on the Australian stock exchange, as sponsors have the flexibility to arbitrage those valuation disparities via an exit in the US. Many of the technology companies which were subject to foreign interest have significant US businesses, with North America typically comprising their largest geographical market.