Global Trends in M&A Deals

1. M&A Activity:
   • Financial Environment: More stable interest rates led to stable borrowing costs, encouraging M&A activity in 2024. However, we have entered a new paradigm since the trade war started with slower investment because of the uncertainty created by the tariffs and changing trade policies. However, it may create new opportunities from companies facing liquidity issues or by acquiring businesses in growth geographies to mitigate the effects of the tariffs.
   • Global Headwinds: Despite positive factors, global issues such as the trade war, Ukraine War, political instability in Germany and France, and US-China tensions are causing caution among boards, particularly for large deals.
   • Growth in Cross-Border Deals: It is rare to find a London market M&A deal that is UK-only, highlighting the growth in cross-border transactions. As a result of the tariffs being added on the imported products into the US there may be a potential increase in activity between Canada and Europe.
2. Popular Deal Structures:
   • Corporate Carve-Outs and Spin-Offs: These deals are common and often involve significant employee benefit issues.
   • Joint Ventures and Partnerships: These structures are popular, especially in cross-border deals.
   • Corporate Growth Investments: Big tech companies investing in startups is a notable trend.
3. Regional Trends:
   • European Companies: French and German companies are seeking growth opportunities in the US market.
   • Japan: There is significant activity in both inbound and outbound deals involving Japanese companies.
4. Expected Outlook:
   • Deployment of Dry Powder: A large amount of dry powder is expected to be deployed over the next year.
   • Private Equity: Limited Partners are reaching a point in the investment cycle where they need to sell assets to return capital to investors.

Employee Benefit Trends in M&A Deals

1. Employee Equity Exchange:
   • Broader Equity Distribution: There is a trend towards providing equity to a wider range of employees, often in exchange for reducing certain employee benefits like defined benefit pensions.
2. De-Risking Pension Benefits:
   • Transfer of Liabilities: Companies are using M&A deals to transfer defined benefit and hybrid pension liabilities off their balance sheets to insurance companies or third-party consolidators.
   • Creative Pricing: Sellers are requiring buyers to price target companies based on the assumption of pension liabilities or transferring these liabilities to third parties.
3. Prescriptive Employee Benefit Obligations:
   • Contractual Commitments: There is a growing trend of including detailed employee benefit obligations in sale and purchase agreements (SPAs), requiring buyers to match existing benefits for a period after closing.
   • Extended TSA Arrangements: These commitments are leading to longer and more comprehensive Transitional Service Agreements (TSAs), complicating the buyer’s ability to make a clean break and harmonize employment terms.

Regional Outlooks

US Outlook

1. M&A Transaction Volume:
   • Growth and Fluctuations: M&A transactions increased significantly from 2016 to 2021, with fluctuations afterward due to the pandemic and interest rate increases. A bounce back to 2021 levels would likely be dependent on lower interest rates and the impact of the trade war.
   • Impact of Elections: The incoming administration is expected to change fiscal, tax, and monetary policies, potentially affecting M&A activity.
2. Regulatory Environment:
   • Supreme Court Rulings: Recent rulings have made it easier for companies to challenge regulations, potentially leading to a more favourable regulatory environment for M&A.
3. Employee Benefit Trends:
   • Holistic Employee Well-Being Programs: Companies are investing in programs to enhance employee engagement and appreciation of benefits.
   • Health Costs: There has been a significant increase in health costs, particularly driven by pharmaceutical expenses.
   • Leave Programs: There is a renewed focus on paid family leave, with maternity and paternity leave extending to several months for many employers.
   • Retirement Benefits: Employee savings balances are at an all-time high, improving the ability to retire on time. The funded status of defined benefit corporate plans is over 103% for the largest publicly traded companies.
   • Pension Risk Transfer Market: The market for pension risk transfer has grown significantly, with most activity driven by buyouts due to significant pension insurance costs.

UK Outlook

1. M&A Activity:
   • Expected Increase: With political and economic clarity, there is an expectation of a significant upturn in UK M&A deals in 2025. A trade war may increase the incentive to acquire UK businesses in growth areas to mitigate the effects of the tariffs.
2. Defined Benefit (DB) Pensions:
   • Historical Challenges: DB pension schemes were often an obstacle in M&A deals due to large deficits and risks.
   • Improved Funding Levels: Increased interest rates have improved funding levels, reducing obligations and risks. DB schemes are no longer a barrier to deals.
   • Pension Schemes Act 2021 (PSA 21): This legislation strengthened the UK pension regulator’s powers, allowing for unlimited fines and criminal convictions against actions jeopardizing DB members’ benefits. Vendors and purchasers should be mindful of the impact of their decisions and actions on any DB schemes involved in a deal and look to mitigate any adverse effects.
3. Defined Contribution (DC) Pensions:
   • Auto Enrolment Compliance: Sellers should audit their auto enrolment compliance before positioning the company for sale and purchasers should make sure they are buying a compliant company. The auto-enrolment legislation is complex, and audits invariably throw up non-compliance issues which need to be rectified.
   • Governance and Structure: There is a trend towards master trusts or contract-based arrangements, with a focus on governance and ensuring good outcomes for members. Vendors can position their DC schemes for efficiency pre-sale. There may be opportunities for purchasers to gain efficiencies post-purchase.
4. Employee Benefits:
   • Cost Increases: Over the last few years, there has been a significant increase in the cost of insured benefits like private medical, income protection, and life cover. Vendors can work to reduce these costs pre-sale whilst there may be opportunities for purchasers to reduce costs post-purchase.
   • Employee Value Proposition: There is a new focus on the overall employee experience, with benefits tailored to the needs of Millennials and Generation Z. There can be opportunities for purchasers to shape the benefits package to aid recruitment and retention of their target employees.

Germany Outlook

1. M&A Activity:
   • Recent Trends: There was a steady increase in M&A transactions from 2018 to 2022, followed by a decrease due to legislative changes, and a recent uptick in transactions.
2. Political and Economic Uncertainty: The German government recently fell apart, and a study revealed that the German economy needs approximately €5,000 billion for modernization and digitalization.
3. Private Equity Involvement: There is a notable increase in private equity companies taking part in larger transactions.
4. Pension Schemes:
   • Dominance of DB Plans: Historically, Germany has been characterized by defined benefit (DB) plans, most of which are underfunded.
   • Seller Strategies: Sellers are becoming more creative in how pension plans are considered in price negotiations.
   • Risks for Buyers: The main risks for buyers include interest rate risks and balance sheet volatility associated with DB plans.
5. Involvement of Pension Experts: Involving pension experts in the due diligence process can lead to smoother transactions and better outcomes.

Canada Outlook

1. M&A Activity:
   • Recent Trends: Canada experienced a slowdown in M&A activities due to high interest rates in 2024, but there is an increase in activity with recent interest rate drops. The trade war with the US could disturb the market, slowing down investment because of the uncertainty but it may also create new opportunities for diversification of exportation market and new acquisition prospects resulting from companies facing liquidity issues.
2. Pension and Savings:
   • CAPSA Guidelines: New guidelines increase the responsibilities of plan sponsors, requiring them to address cybersecurity, third-party risks, investment governance, and ESG issues.
   • De-Risking and Annuity Purchases: There is a good market opportunity for de-risking and buying annuities, but many pension plans are invested in illiquid assets.
   • Mortality Tables: The new mortality improvement report could result in a cost increase of 3-5% for DB pension plans.
3. Employee Benefits:
   • Healthcare Coverage: Canada has lower benefit costs compared to the US but higher social charges.
   • Inflation Pressure: There has been significant inflation pressure on benefit plan costs.
   • National Pharmacare: The introduction of National Pharmacare has the potential to positively impact private plan costs.
   • Complex Taxation: The taxation of benefits in Canada is complex and varies by province and territory.

Engage with MBWL International
At MBWL International, we understand the complexities and nuances of M&A transactions across different regions. Our team of experts is here to help you navigate these trends and make informed decisions. Contact us today to learn more about how we can support your M&A activities and ensure successful outcomes for your business.