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Etude PwC sur les fusions-acquisitions dans le secteur européen des services financiers (2013)
 

Etude PwC sur les fusions-acquisitions dans le secteur européen des services financiers (2013)

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Sharing Deal Insight fournit des perspectives sur les dernières tendances et les futurs développements dans les services financiers. PwC a analysé les données fournies par mergermarket, Reuters et Dealogic de transactions annoncées et celles en attente de clôture au cours de l’année 2012. Les transactions analysées portent sur une part d’acquisition supérieure à 30% - ou sur une part importante donnant le contrôle effectif à l’acquéreur.

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    Etude PwC sur les fusions-acquisitions dans le secteur européen des services financiers (2013) Etude PwC sur les fusions-acquisitions dans le secteur européen des services financiers (2013) Document Transcript

    • www.pwc.com/financialservices Sharing deal insight European Financial Services M&A news and viewsThis report providesperspectives on therecent trends and futuredevelopments in theEuropean, Middle Easternand African (EMEA)Financial Services M&Amarket and insights intoemerging investmentopportunities.March 2013
    • Contents 03 Welcome 04 Data analysis 12 Sub-Saharan Africa 13  sset management in the Gulf: A Successfully entering a large and attractive market 14 Capitalising on the mutual shake-up 16  reek banks: G Weighing up the investment potential 18 Looking again at Belgium and the Netherlands 19 Loan portfolio transactions 20 Methodology 21  bout PwC A M&A advisory services in the financial services sector 22 Contacts €51 billion Value of European FS M&A transactions in 2012 €20 billion Value of government-led M&A transactions in banking in 20122 PwC Sharing deal insight
    • Welcometo the first edition of ‘Sharing dealinsight’ for 2013.Sharing deal insight provides perspectives on the latest trends and future developments in the European,Middle Eastern and African (EMEA) financial services M&A market including analysis of recenttransactions and insights into emerging investment opportunities. a strong focus on the Middle East and With the Greek economy set on a path Nick Page Africa, especially among banking and of reform and restructuring, getting the PwC (UK) capital markets CEOs. timing right on an investment in Greece’s nick.r.page@uk.pwc.com banking sector could provide a valuable In the remainder of this edition we focus business opportunity and macro- on some of the pockets of opportunity economic play. The country’s difficulties that are attracting investor interest from are likely to be reflected in the pricing around the world. Sub-Saharan Africa of the businesses and assets, but with is high on the list of markets targeted substantial potential for upside tied to Fredrik Johansson PwC (UK) for growth. Nigeria in particular offers the fortunes of the economy (see ‘Greek fredrik.johansson@uk.pwc.com scope for significant deal activity, fuelled banks: Weighing up the investment by further restructuring in its banking potential’). sector. Clearly, deal-making in Nigeria – and elsewhere in the region – is not The restructured FS landscape within without its challenges. Even so, most Belgium and the Netherlands is also hurdles can be overcome with a mixture creating openings. Prices are attractiveAs our analysis of deal activity over of sensitivity and patience (see ‘Sub- and divestments are an opportunitythe past year highlights, the value of Saharan Africa’). for acquirers to gain a foothold in twoEuropean FS M&A rose by 35% to reach relatively affluent Northern European€51 billion in 2012. But strip away the Another market on the growth radar is markets (see ‘Looking again at Belgiumgovernment-led transactions and the asset management in the oil-rich Gulf and the Netherlands’).picture is more mixed, with the value of Co-operation Council countries, thoughprivate sector-led deals actually showing many foreign firms have struggled to Further potential comes from non-corea small decrease (see ‘Data analysis’). make an impact. A targeted approach loan portfolios, the value of which we built around the market’s changing and estimate to be more than €2.5 trillion,Deal activity will continue to be spurred nuanced product demand and the need equivalent to 6% of total banking assetsby the need to streamline structures and for close relationships on the ground in the EU.2 Loan portfolio transactionsfinances, the search for greater financial could prove more successful (see ‘Asset are becoming an increasingly importantstability, the role of scale in response to management in the Gulf: Successfully strategic tool, both for buyers and sellersmargin pressures and the desire to take entering a large and attractive market’). (see ‘Loan portfolio transactions’).advantage of faster growing markets.The prospects for 2013 look set to be The continuing consolidation and We hope that you find the varied articlesbolstered by a more positive business realignment of the French mutual health in this edition of Sharing deal insightenvironment. PwC’s latest global CEO insurance sector is creating opportunities interesting. Please do not hesitate tosurvey revealed a significant easing for new strategic alliances and ways to contact either of us or any of the articleof sovereign debt concerns among broaden customer reach. This includes authors if you have any comments orbanking and other FS CEOs.1 The more openings for both conventional insurers questions, or would like to discuss theconfident outlook is reflected in the fact and non-profit-making organisations issues in more detail.that Western Europe heads the list of (see ‘Capitalising on the mutualregions where FS CEOs are planning to shake-up’). 1 PwC 16th Annual Global CEO Surveymake an acquisition or set up some form 2 Based on internal PwC analysisof a strategic partnership. There is also PwC Sharing deal insight 3
    • Data analysisTotal deal values increased in 2012 at last, but the increase was driven by some large government-led deals. After a quiet 2011, when the eurozone •  exia: Already bailed out twice since D debt crisis had a cooling effect on M&A, 2008, Dexia agreed to issue €5.5bn the total value of announced European of voting preference shares to the financial services deals grew in 2012.3 governments of Belgium and France, The headline annual total value of effectively giving them total control €51.0bn, a 35% improvement on 2011’s over the group. figure of €37.9bn, suggests that deal activity in Europe has finally begun •  anco de Valencia: The Spanish B to grow again. If so, this would mark government’s bank restructuring the end of a ten-year cycle in financial agency FROB agreed to take total services transactions (see Figure 1). control of Banco de Valencia via a €4.5bn share placement. FROB Unfortunately, the full story is not as simultaneously agreed to sell on Banco simple as that. Five large government- de Valencia to CaixaBank for a nominal led transactions announced during 2012 consideration of €1. account for the annual increase in total deal values. With these excluded, the •  yprus Popular Bank: The C total value of private sector transactions government of Cyprus acquired a in 2012 would have been €30.9bn. This majority stake in Cyprus Popular is the lowest level in our ten-year dataset, Bank for €1.8bn, enabling the bank 7% below the comparative figure of to meet a capital shortfall. The rescue €33.3bn recorded in 2011 and only 15% contributed to Cyprus’s decision to of the cycle’s high point in 2007. seek an international bailout. One of 2012’s five large public sector •  ruppo Sace & Simest: Cassa G transactions, the Spanish government’s Depositi e Prestiti, the Italian state- €4.5bn rescue of Bankia, was announced owned public sector bank, acquired during the first half of the year and credit insurer Gruppo Sace and 76% reviewed in the previous edition of of venture capital provider Simest for3  eal data is sourced from mergermarket, Reuters D Sharing deal insight.4 The government- €3.8bn, creating a single public finance and Dealogic, unless otherwise specified. For led deals announced during the second and investment body. details of our analysis methodology, please refer to the information on page 30 half of 2012 involved:4 ‘ haring deal insights – European Financial S Services M&A news and views’, PwC, 15.10.124 PwC Sharing deal insight
    • Figure 1: European FS M&A total deal value (€bn), 2003–2012 The year also saw several large private sector250 transactions Turning to private sector activity, 2012 generated a number of large transactions200 with a range of strategic drivers. Several of these involved cross-border bids.150 This underlines the way that bank restructuring, typically discussed in terms of the sellers’ needs, continues100 to provide stronger institutions with an opportunity to diversify, build scale or 50 increase their exposure to growth. Four of these deals were announced 0 during the first half of the year and 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 reviewed in the last edition of Sharing deal insight. These were: Royal Bank ofSource: PwC analysis of mergermarket, Reuters and Dealogic data n Deals ex. Govt n Govt deals Scotland’s €5.8bn sale of RBS Aviation Capital to Sumitomo Mitsui; Sberbank’s €2.8bn acquisition of Denizbank ofFigure 2: European FS M&A total deal value (€bn) by subsector, 2003–2012 Turkey from Dexia; London Metal Exchange’s €1.7bn acquisition by160 Hong Kong Exchanges & Clearing;140 and CaixaBank’s €977m merger with domestic rival Banca Civica.120 The year’s final two announced deals100 valued near to or above the €1bn mark (see Figure 3 overleaf) were: 80 •  eneral Motors Financial’s acquisition G 60 of Ally Financial’s European and 40 Latin American automotive finance operations for €3.3bn. Ally, majority- 20 owned by the US government after 0 receiving a bailout during the financial Banking Insurance Asset mgmt Other crisis, began its life as GMAC, GM’s former financing business.n 2003 n 2004 n 2005 n 2006 n 2007 n 2008 n 2009 n 2010 n 2011 n 2012Source: PwC analysis of mergermarket, Reuters and Dealogic data •  loyds Banking Group’s anticipated L sale of 632 branches to UK rival The Co-Operative Group for a consideration of up to €956m. TheWith the exception of the Sace/Simest The four deals also accounted for the planned sale is a condition of thedeal, all of these transactions were annual jump in total banking deal values European Commission’s approvalmajor banking rescues. This powerful (see Figure 2). Of the total of €29.9bn for LBG’s 2009 bailout. The deal isreminder of the persistent weaknesses in of banking deals with disclosed values currently expected to include nearly 5many corners of the European banking announced in 2012, government-led million customer relationships, a fullyindustry was reinforced after the year transactions accounted for no less than matched balance sheet and the TSBend, with the €3.7bn nationalisation of €20.1bn. and Cheltenham & Gloucester brands.Dutch mortgage lender SNS REAAL.5 5 ‘Netherlands nationalises SNS Reaal’, Financial  Times, 01.02.13 PwC Sharing deal insight 5
    • Figure 3: European FS M&A by deal value (€bn), Q1 2011–Q4 2012 1.  1.3bn Bank of Moscow (34%) – VTB Bank OAO € 1. €4bn Dexia Bank 1. €3.9 Simest S.p.a. 1.  5.5bn Dexia € 2.  1.1bn Bank of Ireland (37%) – Group of investors € 2. €2.5bn Skandia Insurance 2. €1.8bn Cyprus Popular Bank SA led by Fairfax Financial Holdings 3. €1.8bn Bank Sarasin 3. €1.0 Lloyds Bank 632 branches 2.  4.5bn Banco € de Valencia SA 4. €1.3bn Banco Pastor 3. €3.3bn Ally 20 Financial Inc. 1.  2.6bn Bank of Moscow OAO (46%) € – VTB Bank OAO18 2.  1.8bn Caja de Ahorros y Pensiones € de Barcelona La Caixa (Banking16 operations) – Criteria CaixaCorp SA 1. €5.8bn RBS  1. €4.5 Bankia Aviation 2. €2.8bn Denizbank 3.  1.1bn Vidacaixa-Adeslas Seguros €14 Generales (50% Stake) – Mutua 2. €1bn Banca  3. €1.7bn LME Holdings Madrilena Automovilista SL Civica1210 1.  1.1bn RAC plc – € TheCarlyle Group, LLC 8 6 4 2 0 Q1 11 Q2 11 Q3 11 Q4 11 Q1 12 Q2 12 Q3 12 Q4 12 €9.8bn €6.7bn €5.0bn €16.3bn €9.5bn €12.7bn €10.5bn €18.3bnSource: PwC analysis of mergermarket, Reuters and Dealogic data Consolidation reshaped the • The Russian banking sector continued to generate deals. Most notable were banking sector in several Ferrosplav Invest’s purchase of a 42% European markets stake in Khanty-Mansiisky Bank for Looking further down 2012’s list of €319m, and the €272m acquisition deals, domestic banking consolidation of Rossiyskiy Kredit Bank by a group emerges clearly as one of the year’s of private investors. Many small and major strategic themes: privately owned banks also changed hands, although the terms of these • In Greece, market leader National deals were typically not made public. Bank of Greece agreed to acquire second-placed Eurobank for €647m, The year also saw a wave of while Alpha Bank acquired Emporiki consolidation among European from Credit Agricole for a nominal savings’ banks and mutual lenders. sum. Piraeus Bank was also busy, The most eye-catching deal was acquiring ATE Bank for €95m and Sparkassenverband Bayern’s €818m Geniki Bank from Societe Generale. acquisition of local building society Bayerische Landesbausparkasse. Also •  part from CaixaBank’s planned A in Germany, Volksbank Krefeld merged acquisitions of Banco de Valencia and with Volksbank Brueggen Nettetal Banca Civica, Spain saw Sabadell (€ undisclosed). acquire Banco Mare Nostrum’s 462 branches in Catalonia and Aragon for €350m, and BBVA acquire Unnim from the FROB for a token €1.6 PwC Sharing deal insight
    • 46% In Italy, Banca Popolare dell’Etruria acquired a further 46% stake in Banca Popolare Lecchese.Figure 4: European FS M&A by subsector: LHS - total deal value (€bn) 09–12. RHS – total deal volumes, 10–1260 60050 50040 40030 30020 20010 100 0 0 Banking Insurance Asset mgmt Other Banking Insurance Asset mgmt Othern 2009 n 2010 n 2011 n 2012 n 2010 n 2011 n 2012Source: PwC analysis of mergermarket, Reuters and Dealogic data Source: PwC analysis of mergermarket, Reuters and Dealogic dataMutual mergers also took place in sellers included ING, which sold its UK In addition to Sberbank’s €2.8bn bidDenmark, where Den Jyske Sparekasse direct banking business to Barclays, and for Denizbank, Eurobank Tekfen wasacquired two of its counterparts; in Credit Agricole, which not only sold sold by Greek Eurobank Ergasias toSpain, where several mergers between Greek subsidiary Emporiki, but also its Burgan Bank of Kuwait for €271m, andlocal Cajas took place; and in Italy, Cheuvreux securities’ business. SamrukKaznaya of Kazakhstan acquiredwhere Banca Popolare dell’Etruria a 34% stake in Sekerbank (€130m).acquired a further 46% stake in Banca Of course, one bank’s forced disposal is Standard Chartered acquired CreditPopolare Lecchese. In the UK, building another’s growth opportunity. Mutual Agricole’s investment banking subsidiarysociety mergers were announced giant Rabobank showed a clear appetite Credit Agricole Yatirim Bankasi for anbetween the Nottingham and the for countercyclical expansion during the undisclosed sum.Shepshed, and between the Scottish and year. In the Netherlands, Rabo mergedthe Century. Although mergers between with regional lender Friesland bank, Insurance and assetmutual lenders are often driven by the bought out Delta Lloyd’s 51% share in Friesland’s life insurance unit and management saw few largeneed to strengthen balance sheets, theyalso reflect a view that larger mutual acquired a 30% stake in mortgage lender deals, but plenty of activity Obvion, all for undisclosed sums. Rabo In an apparent contrast to theinstitutions should be better placed to also acquired the last 40% of its Polish deal activity generated by bankingsurvive – and even thrive – in the future. banking subsidiary BGZ for €301m. restructuring, the total value of insurance deals declined for the thirdNon-core disposals Santander was an example of a bank that year running and asset managementcontinued to provide buyers used M&A both to divest peripheral units transactions remained very subduedwith opportunities for and to strengthen core areas of focus. (see Figure 4). As we have commentedgrowth The Spanish bank disposed of subscale before in Sharing deal insight, obstaclesAnother aspect of European bank businesses in Switzerland and the Czech to transactions in these sectors includerestructuring during 2012 was the Republic, but boosted its scale in Poland volatile financial markets, rapidlycontinuing flow of non-core disposals. through the €790m acquisition of Kredyt changing regulation and – not least – theOne international bank making Bank from KBC. effects of uncertainty among bankingdivestments during the year was Lloyds, parent companies. Even so, total deal Poland was not the only fast-growing values can give a false impression. Awhich in addition to its sale of 632 European market to attract cross-border look at the number of announced dealsbranches, also disposed of its train investment during the year. Turkish suggests that activity in both sectors isleasing and Luxembourg private banking banking targets were in strong demand. holding up comparatively well.businesses for undisclosed sums. Other PwC Sharing deal insight 7
    • €380m Dexia Asset Management was sold to Following its purchase of Banca Hong Kong private equity firm GCS Capital Civica – formed by the merger of Caja Burgos and three other savings’ banks for €380m – CaixaBank acquired 50% of Caja Burgos’ life business for €190m. Europe may not have seen any truly large The only asset management deal to insurance deals in 2012, but several mid- make the year’s Top 20 was Julius market deals rank inside the year’s Top Baer’s acquisition of Merrill Lynch’s 20 transactions (see Figure 5). non-US wealth management operations in a deal valued at €717m. Another •  t the larger end, KBC continued its A wealth-oriented deal was Kleinwort divestment programme by selling Benson’s acquisition of private bank Polish insurer Warta to Talanx of BHF from Deutsche Bank for €384m. Germany and its minority partner The deal gives Klienwort access to the Meiji Yasuda of Japan (€770m). German market, and follows Deutsche’s Luxembourg investment fund Reinet acquisition of BHF as part of its 2009 also sought exposure to a growing purchase of Luxembourg private banking market, offering €498m for an group Sal Oppenheim. undisclosed stake in UK pension buyout specialist Pension Insurance Another feature of the year’s asset Corporation. management deals was the involvement of private equity firms in several major •  he Spanish insurance market was T transactions. Clearly, the low capital particularly active during the year, requirements and relatively predictable with bank restructuring playing a role cash flows of asset management in several transactions. Nationalised businesses continue to attract private lender Bankia bought out Aviva’s equity firms focusing on financial share of its insurance joint venture services. Aseval for €608m; Grupo Catalana Occidente and partner INOC acquired •  fter a long sale process, Dexia Asset A Groupama’s Spanish insurance unit Management was sold to Hong Kong for €405m; and Aegon acquired a private equity firm GCS Capital for 51% stake in Santander’s domestic €380m. insurance business for €220m.8 PwC Sharing deal insight
    • Figure 5: Top 20 European FS M&A deals 2012Month Target company Target country Bidder company Bidder country Deal value (€m)Jan RBS Aviation Capital Ireland Sumitomo Mitsui Japan 5,760Nov Dexia Belgium Governments of Belgium and France Belgium, France 5,500Nov Banco de Valencia Spain FROB, then CaixaBank Spain 4,500Jun Bankia (45%) Spain FROB Spain 4,456Sep Gruppo Sace, Simest Italy Cassa Depositi e Prestiti Italy 3,800Nov Ally Financial in Europe Various, Europe and General Motors Financial US 3,274 and Latin America LatAmJun Denizbank Turkey Sberbank Russia 2,816Jul Cyprus Popular Bank Cyprus Government of Cyprus Cyprus 1,796Jun London Metal Exchange UK Hong Kong Exchanges & Clearing Hong Kong 1,719Mar Banca Civica Spain CaixaBank Spain 977Jul Lloyds Bank – 632 branches UK Co-Operative Group UK 956Apr RBC Dexia Investor Services (50%) UK Royal Bank of Canada Canada 838Dec Bayerische Landesbausparkasse Germany Sparkassenverband Bayern Germany 818Jan Kredyt Bank Poland Santander/Bank Zachodni Spain/Poland 790Jan Warta Poland Talanx, Meiji Yasuda Germany, Japan 770Aug Merrill Lynch – Switzerland Julius Baer Switzerland 717 International wealth mgmtOct EFG Eurobank Ergasias Greece National Bank of Greece Greece 647Dec Aseval (50%) Spain Bankia Spain 608Jul Pension Insurance Corporation UK Reinet Luxembourg 498Jun Groupama Seguros y Reasuguros Spain Grupo Catalana Occidente, INOC Spain 405 Subtotal 41,645 Other 9,389Source: PwC analysis of mergermarket, Reuters and Dealogic data Grand total 51,034•  ridgepoint Capital acquired UK B €111m purchase of fund of hedge fund Stock Exchange also agreed to acquire wealth manager Quilter from Morgan manager FRM, and the €76m acquisition a controlling stake in clearing house Stanley in a deal valued at €216m. of Polygon by US counterpart Tetragon. LCH.Clearnet for €341m. Both HKEx Bridgepoint’s stated desire to expand and LSE are aiming to become globally the business – both organically and There were several other competitive exchange and clearing through M&A – was illustrated by significant themes at providers. Quilter’s subsequent acquisition of UK private client wealth manager work in 2012’s financial •  onsolidation among securities C Cheviot (€125m). services deals servicers. The largest such deal was Beyond the major areas of deal activity Royal Bank of Canada’s buyout of itsAs usual, 2012 also saw a range of asset identified above, several other themes securities’ servicing joint venture withmanagement deals involving smaller played a role in shaping European Dexia (€838m), but there were alsotargets, often without published deal financial services M&A during 2012. several smaller transactions such asvalues. As often in this sector the UK We draw attention to four in particular: Banca Popolare dell’Emilia Romagna’swas the most active market, accounting sale of its depositary business (€21m).for 17 of the 35 announced deals with •  ntegration among financial Idisclosed values. Several of these exchanges. Apart from the €1.7bn •  ayment industry transactions. Ptransactions involved alternative acquisition of member-owned London Payment processing networks were theinvestment managers; the two most Metal Exchange by Hong Kong target of several deals during the year.prominent examples were Man Group’s Exchanges & Clearing, the London These included Skrill’s acquisition of PwC Sharing deal insight 9
    • PaysafeCard.com of Austria (€140m) Bank restructuring will remain the main and Sberbank’s purchase of online motor of M&A, with EU rulings on state payment network Yandex (€46m). aid continuing to act as a catalyst for The appeal of payments’ businesses banking divestments. One example of a to PE firms was illustrated by domestic deal could be RBS’s planned Exponent Private Equity’s support sale of 316 UK bank branches, following for the €170m MBO of Irish payment the collapse of its previous agreement company Fintrax. with Santander UK. • Loan disposals. Transactions Cross-border disposals in Europe’s involving loan portfolios are excluded emerging markets are also likely to be a from our dataset, but there is no feature of 2013. Several large Western mistaking European banks’ increasing European banking groups still own willingness to use asset disposals to a network of holdings in Central and strengthen their balance sheets. Sellers Eastern Europe and might welcome the of loans in 2012 included Barclays, chance to streamline their portfolio. Deutsche Bank, ING, Permanent TSB, The recently announced plan for Santander and Royal Bank of Scotland. Kazakhstan’s sovereign wealth fund to We examine loan disposals in more sell its stakes in local banks BTA, Alliance detail on page 19. and Temirbank, further illustrates the potential for restructuring.7 Interest from Looking ahead international buyers is unlikely to be Sharing deal insight has reviewed strong in some peripheral markets, but European financial services M&A for ten private equity bidders seeking exposure years. Several editions since 2009 have to a potential recovery in CEE valuations seen us analysing the most recent set may go some way to filling that gap. of data and concluding that a recovery may be on the way. In reality, the past Beyond banking, some large and long- three years have often proved to be anticipated deals should also come to the disappointing. As mentioned at the start boil during 2013. Rabobank’s recently of this analysis, 2012’s deal data suggests announced sale of Robeco to Orix of that expectations of a recovery in M&A Japan will be one of Europe’s largest may be over-optimistic, if not misplaced. asset management deals of recent years. And if agreed, the planned merger In the short- to medium-term, we between Italy’s Unipol and Fiondiaria expect European financial services could add up to one of the most M&A to be shaped by the same range important insurance transactions since of defensive and forward-looking the start of the financial crisis. More factors as at present. These include broadly, 2013 might see an increase in the need to streamline structures and insurance and asset management deals finances, the search for greater financial in faster-growing markets such as Turkey stability, the role of scale in response and Poland. to margin pressure, the importance of diversification and the desire to take Looking further ahead, some of 2012’s advantage of faster growth or stronger deals may also provide us with clues returns. of how European financial services transactions will evolve in future. For example, European markets are increasingly being targeted by bidders from emerging regions in search of capital, expertise and – in some markets – growth. It remains to be seen how these and other changes may affect6 Kazakh ruler tells wealth fund to sell bailed-out ‘ European financial services M&A in the banks’, Reuters, 04.02.13 longer term.10 PwC Sharing deal insight
    • 2013might see an increase in insurance and assetmanagement deals in faster-growing marketssuch as Turkey and Poland. PwC Sharing deal insight 11
    • Sub-Saharan AfricaThe growth of financial services in sub-Saharan Africa is attracting increasing interest from regional andinternational groups. The next few years hold clear potential for a step up in M&A transactions. Nigeria inparticular offers scope for significant deal activity, fuelled by further restructuring in its banking sector. Not all international banks eyeing market also has clear potential for more Farouk Gumel sub-Saharan Africa are likely to restructuring. First, the government is PwC (Africa) make major acquisitions, but many considering strategic options for three farouk.x.gumel@ng.pwc.com will be open to smaller transactions. nationalised banks. Second, mid-tier International players typically find it banks are likely to come under increasing easier to build a presence in commercial competitive pressure from their larger banking than in retail, and the region’s rivals. Third, changes to banks’ permitted still-developing capital markets mean activities will stimulate deals. Some that corporate lending opportunities are banks will need to divest insurance, trustFinancial services are developing rapidly particularly attractive. and investment banking subsidiaries;in sub-Saharan Africa. Many of the these will attract bids from financialregion’s markets continue to enjoy robust Nigeria in particular has significant scope holding companies and private equitygrowth fuelled by the resources boom, for financial services M&A over the next firms. International buyers may alsoeconomic reform, cross-border trade and few years. Nigeria has seen considerable seize the chance to build scale in Nigeriaan expanding middle class. Local and banking consolidation since the financial and acquire a stepping stone towardsinternational financial groups are using crisis of 2008, encouraged by a central attractive neighbouring markets.M&A to increase their exposure to bank keen to create a smaller number ofthe region. better capitalised institutions. In 2010, Of course, deal-making in Nigeria – and there were three large domestic bank elsewhere in the region – is not withoutThe majority of deal activity takes mergers; 2011 saw pan-African Ecobank its challenges. Political dimensions are aplace in the larger, more sophisticated acquire Oceanic Bank in a major cross- fact of life, but stability and governancefinancial services markets and their border transaction; and in 2012, Union are gradually improving and mostnear neighbours. These include South Bank was taken over by a consortium hurdles can be overcome with a mixtureAfrica; Nigeria, Ghana and Ivory of domestic and international private of sensitivity and patience. InternationalCoast; and Kenya together with its equity funds. financial groups are increasinglyEast African trade partners. Offshore convinced that the opportunities ofislands Mauritius and Seychelles are also We expect further banking deal activity investing in sub-Saharan Africa farattracting international investors. in Nigeria during 2013 and beyond. In outweigh the potential drawbacks. part this reflects the inherent attractionsAs in other emerging markets, banking of this resource-rich economy and itsis in the vanguard of financial services huge, under-banked population. But theM&A. The major South African banks areamong those targeting expansion, alongwith an increasing number ofinternational groups with limitedAfrican exposure. Chinese banks are also Nigeria in particular has significant scopefollowing Chinese construction, mining for financial services M&A over the nextand resources companies into Africa,with two – ICBC and CCB – working in few years.partnership with South African banks.12 PwC Sharing deal insight
    • Asset management in the Gulf:Successfully entering a large andattractive marketDespite the huge potential of the asset and wealth management market in the Gulf, many foreignfirms have found it difficult to build a substantial presence. A targeted approach built around themarket’s changing and nuanced product demand and the need for close relationships on the groundcould prove successful. the region and many have found that The investment choices of the onshore Fredrik Johansson their international product range is less high net worth and affluent segments PwC (UK) well suited to the local markets. Many have in the past tended to be quite fredrik.johansson@uk.pwc.com have also failed to develop the necessary conservative. But preferences are shifting, relationships on the ground, or win the partly in response to a generational shift confidence of customers in a market that in a region with a young and less risk- is still wary of asset management. averse population. The ideal product suite would focus on each end of the Andrew Macnab Meeting changing demands risk spectrum – low risk, pure liquidity PwC (UK) So what could deliver better results? products at one end and higher risk andrew.macnab@uk.pwc.com The onshore market is very different and return products at the other. Many from the offshore market and it is still western asset and wealth managers’ significantly under-penetrated. In product ranges fall between these two addition, onshore investors have different extremes. One advantage that western demands in terms of relationships and asset and wealth managers do have is services, and look for a different risk/ that they can meet the relatively newWith private financial wealth of but increasing demands of internationalmore than $3 trillion (excluding GCC return profile of their investments. To be successful, we believe international asset product capabilities in the onshoregovernment wealth), the oil and gas market, something the local players arerich states of the Gulf Co-operation and wealth managers must have: currently also trying to address withCouncil (Kuwait, Qatar, Oman, Bahrain, •  trong local asset and wealth S varying degrees of success.Saudi Arabia and United Arab Emirates) management specific relationships;is one of the most interesting, yet •  local market knowledge and physical A Developing a presence in these marketsleast well known, asset and wealth presence in the onshore market; and will continue to be challenging, thoughmanagement markets. given the high levels of wealth and •  product range which meets the A significant pools of investable assets, it isUltra high net worth customers onshore investors’ demands. not necessary to have a large market share(investable assets of more than $50 If this can be combined with a strong to capture a meaningful size of assetsmillion) tend to manage the bulk of their international brand then that can be an which can deliver strong revenues.wealth outside the region through their added competitive advantage.own family offices. This offshore business Local banks have well-developedis already captured and well serviced The majority of private wealth from high relationships and propositions but thereby the large international asset and net worth (investable assets of $1-$50 are still opportunities for internationalwealth managers through their offices million) and affluent (investable assets players to use their brand, reputation andin Switzerland, New York and London, of $0.5-$1 million) is held onshore. Sales product expertise in this attractive marketalthough there has been a trend for some strategies based on western salesmen if they can combine this with a relevantultra high net worth clients to repatriate flying into the region to attract local, range of products, local asset and wealthsome of their assets back onshore. onshore capital have not worked as management specific relationships and onshore investors want to see a longer on the ground presence.But international asset and wealth term commitment to the local marketmanagers have overall had limited for the international manager to gainsuccess in attracting onshore assets in their trust. PwC Sharing deal insight 13
    • Capitalising on the mutualshake-upThe continuing consolidation and realignment of the French mutual health insurance sector is creatingopportunities for new strategic alliances and ways to broaden customer reach. The French mutual sector7 has already Shifting demand Antoine Grenier been transformed by consolidation. In Many French customers are still attached PwC (France) 2006 there were more than 1,100 mutual to insurance providers that are part of antoine.grenier@fr.pwc.com companies. By 2011, there were fewer the ‘social economy’ such as mutuals. than 700 (see Figure 6). This feeling has been strengthened by the financial crisis as non-profit-making The increasing concentration of the organisations are not seen as being market is further reflected in the fact responsible for the current economic that the top 100 mutuals account for Pauline Adam-Kalfon difficulties. Nevertheless, tougher around 90% of mutuals’ overall turnover PwC (France) market demands are set to accelerate the pauline.adam-kalfon@fr.pwc.com and are now able to compete with large transformation within the mutual sector. conventional insurers on scale and product range. Figure 6: French mutual: An increasingly concentrated market 1200 1000 Number of mutuals 800 600 400 200 0 2006 2007 2008 2009 2010 20117  his article focuses on ‘M45’ mutuals, which have T Source: French Prudential Supervisory Authority (ACP) historically focused on health insurance14 PwC Sharing deal insight
    • Customers are readier to shop around the whole of France. Mergers, joint A number of innovative legal structuresas they seek out the most competitive ventures and strategic alliances such as have been developed to support theseprices, notably through price comparison commercial cross-selling or industrial tie-ups and regulators have been readywebsites. They are also looking for agreements are also playing an to support these moves as part of theirimproved service. This includes the important role in the realignment of wider backing for the social sector.convenience, choice and interaction of the market.digital distribution and insurance cover The key to realising the benefits is a clearthat is more tailored to their individual So what are the options for the mutuals? understanding of where and how theneeds. In turn, competition is mounting mutual can compete, how they can better Option one is further consolidation serve their clients and what deal andas some of the large conventional between smaller and medium-sized alliance options could best support this.insurers seek to make inroads into health mutuals. Having gained greater For example, a mutual that is heavilythe health sector, traditionally led by scale, the business might then be in a reliant on trade union business would bethe mutuals. better position to seek an alliance with better to seek a partnership with anotherProfitability in this mutual sector is also a conventional partner at a later stage. mutual than with a conventional insurer.being put under pressure by increased To support these moves, operationalregulatory requirements and pressure collaboration would allow businesses to Post-merger integration is also a keyon rates in the competitive environment. share IT, administration and – to some consideration. How are businesses,The need to meet new solvency extent – staff. products range, tariff policy and back-demands, control losses and sustain office functions going to be integrated Option two is to join forces with players and rationalised, for example? How arereturns calls for new management specialising in protection cover (Instituts agents going to be equipped to supportpractices, improved management de Prévoyance) as they seek to broaden a wider product range?information and more systematic their scale and product range.internal controls. The future for French health mutuals Option three is to directly ally with a is underpinned by positive popularBroader reach conventional insurer to help extend sentiment and their readiness toIn response, mutuals are seeking to the product range and capture new embrace radical restructuring. A freshdiversify their product range and extend members. Customers can enjoy the wave of mergers, joint ventures andtheir customer reach. We’re already best of both worlds by buying from a alliances can help to meet evolvingseeing a broader market focus – for mutual seen as a socially friendly market market demands and sustain competitiveexample, mutuals that have traditionally provider, while benefiting from improved relevance.been aligned with a particular profession choice. In turn, the conventional insureror affinity group seeking to market can gain access to new customers andtheir products more widely, or regional specialised health products.mutuals trying to operate throughout PwC Sharing deal insight 15
    • Greek banks:Weighing up the investment potentialWith the Greek economy set on a path of reform and restructuring, getting the timing right on aninvestment in Greece’s deleveraged and consolidated banking sector could provide a valuable businessopportunity and macroeconomic play. The 2012 headlines were dominated The economy seems to be bottoming Emil Yiannopoulos by the European sovereign debt crisis. out and is poised for recovery with a PwC (Greece) In Greece, the result was probably the potentially significant upside. Prospects emil.yiannopoulos@gr.pwc.com largest sovereign debt rescheduling are bolstered by structural reforms and in history8 (€206 billion) as part of measures to eliminate distortions and the ‘Private Sector Involvement’ (PSI) public corruption. programme with a resulting 78% impairment of these debts. Together The banking sector restructuring is with the collapse of the Greek economy, progressing apace with the EU/IMF- the PSI precipitated the EU/IMF-led funded recapitalisation, deleveraging recapitalisation of the banking system, and resolution programme spurring a critical foundation for economic major consolidation and the creation of recovery. Figure 1 summarises the three ‘bad banks’ so far. The consolidated sectors’ capital needs and other sector will now be dominated by three key figures. groups comprising NBG/Eurobank, Alpha/Emporiki and Piraeus/ATE/ The problems faced by the country’s Geniki. The restructuring process is banks were primarily rooted in their supported by the Hellenic Financial exposure to sovereign debt, with their Stability Fund (HFSF), which channels capital base decimated by the PSI recapitalisation funds and administers restructuring and, in parallel, the macro- Greek State holdings. economic shrinkage that directly affects loan defaults. This contrasts with the NPL levels have soared as a result of the Irish banking sector, which fell victim to economic slide, though the quantum of risky lending decisions made during the the recapitalisation process was based on credit bubble of 2002 to 2007. the estimated total credit losses in each of the existing portfolios, which was Turning the corner determined by a detailed due diligence Politically, the country has pulled back exercise carried out by an independent from the precipice it was facing in the advisor from the US. summer of 2012, with the coalition government forging a relatively stable administration committed to reform.8 Eurobank EFG , 9.03.1216 PwC Sharing deal insight
    • The economy seems to be bottoming out and is poised for recovery with a potentially significant upside.Figure 7: Estimated losses and capital needs 1 NBG and Eurobank are in the process of  acquisition/mergerProcess for calculating capital needs (December 2011–December 2014 in a consolidated basis) 2 Alpha acquired on 1 February 2013 Emporiki from in € million, estimated in May 2012 Credit Agricole SA 3 Piraeus acquired Geniki bank on 14 December Bank Total gross Loan balances Gross CLPs Loan loss Capital 2012 and ATE’s ‘good bank’, which was resolved PSI loss Dec 2011 for credit reserves Needs in July 2012 (Dec 2011) Risk4 (Dec 2011)5 4 Gross credit loss projections (CLPs) over the June NBG1 -11,735 41,019 -8,366 5,390 9,756 2011 to December 2014 period for Greek loan portfolios, foreign and state-related portfolios.Eurobank1 -5,781 37,116 -8,226 3,514 5,839 CLPs for Greek loan portfolios take into account three elements: a) three-year CLPs estimated byAlpha2 -4,786 34,298 -8,493 3,115 4,571 Blackrock; b) a fourth year of the CLPs; c) the credit risk cost for the new productionPiraeus3 -5,911 25,909 -6,281 2,565 7,335 5 Accumulated provisions (as at December 2011)  already recorded by banks for the loan portfoliosEmporiki 2 -590 19,881 -6,351 3,969 2,475 referred to in column ‘Gross CLPs for credit risk’ 6 Includes loans at banks not requiring additional ATEbank 3 -4,329 14,639 -3,383 2,344 4,920 capitalPostbank -3,444 9,335 -1,482 1,284 3,737Millenium -137 4,997 -638 213 399Geniki3 -292 4,174 -1,552 1,309 281Other (5 other smaller banks) -728 11,742 6 -2,061 1,025 1,229Total -37,733 203,110 -46,833 24,728 40,542 Source: Bank of Greece report on the recapitalisation and restructuring of the Greek Baking Sector,‘Core Banks’ Subtotal -28,213 138,342 -31,366 14,584 27,501 20.12.12Investment opportunity stockholders confer rights to acquire The country’s difficulties are likely the remaining 90% of the stock at to be reflected in the pricing of theand if so when? effectively slightly above par, depending restructured businesses and assets, butApart from three small banks, all Greek on the timing the warrants are exercised. with substantial potential for upside tiedbanks will now proceed with rights’ In the current market this seems to to the fortunes of the economy, Greeceissues during 2013 as part of their be a very full valuation and again and the wider eurozone.recapitalisation programmes. The terms investors are questioning the wisdomfor the issue of the new stock (including A new factor that will also need to of putting such a rigid valuationconditional convertibles ‘CoCos’) be taken into account is the EU’s structure on the warrants, which ignoresprovide, inter alia, that if a minimum appointment of independent monitors to market conditions.of 10% private equity participation is oversee the restructuring of each of theachieved then private shareholders will The balance of the state holdings institutions receiving new public money.assume administrative control. If not, the (passed back to the government once This could prove to be a double-edgedbanks will be administered by the HFSF. the HFSF fulfils its remit and is wound sword as the ‘monitoring trustees’ report up) are scheduled to be sold by the directly to the EU commission. While thisQuestions have been raised by a number Greek Government in 2018 on terms that process strengthens governance, it couldof investors on the attractiveness of may be particularly attractive to private slow down decision-making and createparticipation in the recapitalisation at shareholders. Further opportunities the potential for bureaucratic delays.this point due to the current negative come from the sale of non-core loanequity position that the banks have and portfolios (performing as well as non-the minimum returns the CoCos would performing), foreign subsidiaries andbe entitled to. However, it seems that individual corporate exposures.there is some private sector interest froma variety of sources including privateequity, several sovereign wealth fundsand certain of the existing shareholders.The warrants issued to the new private PwC Sharing deal insight 17
    • Overseas operations are being sold as groups seek to raise funds and refocus on their domestic markets.Looking again at Belgiumand the NetherlandsTargeting pockets of opportunity in Belgium and the Netherlands’ restructured landscape. While much of the focus of deal activity number of segments such as mortgages Wilbert van den has been the overseas holdings, investors in Belgium and the Netherlands continue Heuvel are taking a fresh look at the domestic to deliver relatively strong returns. PwC (Netherlands) assets. The Fidea9 and Dexia Asset wilbert.van.den.heuvel@ Management10 deals are a testament The downturn in demand in the life nl.pwc.com and pensions sector could lead to to private equity interest. The recent acquisition of a controlling interest in many portfolios being placed in run- Robeco by Orix highlights the potential off, opening up opportunities for fund openings for corporate buyers.11 administrators and consolidationThe price for the high level of state vehicles. Non-life arms could be soldsupport received by many leading As the recent nationalisation of SNS separately in split deals that may attractbanks and insurers in Belgium and REAAL highlights,12 the restructuring is corporate buyers looking to increasethe Netherlands has been a major likely to be ongoing for some time. Press market share.programme of divestment and reports have suggested that the companyrestructuring. had earlier been targeted by a private A major merger between two of equity consortium.13 the larger groups is also possible.Overseas operations are being sold as These groups had grown into majorgroups seek to raise funds and refocus So why the interest from prospective international corporations prior to theon their domestic markets. EU bail-out buyers? financial crisis. As their focus becomesconditions have also necessitated the domestic once again, consolidation maybreak-up of several groups. Prominent Prices are attractive – for example, be necessary to reflect the smaller sizeexamples include the planned split of Fidea’s sale price valued the company at of their main markets.ING’s insurance arm and sale of various below book value.14foreign operations. The challenges of realising the full value The range of assets on offer includes of these deals encompass the difficulties a number of profitable and capital of separating and valuing entities that light mortgage administration, asset may rely on central group services. management, debt collection and other Corporate and PE buyers will also need09 KBC media release, 30.03,12 service companies. to demonstrate to regulators that they10 Dexia media release, 17.12.12 have a coherent long-term strategy for11 Robeco media release, 19.02.13 Divestments are an opportunity for the holdings they are seeking to acquire.12  overnment of the Netherlands, Ministry of G acquirers to gain a foothold in two Finance media release, 01.02.13 relatively affluent Northern European13 Reuters, 01.02.13 markets. Despite slow growth overall, a14 Reuters, 17.10.1118 PwC Sharing deal insight
    • Loan portfolio transactionsOver the past few years European banks have been among the world’s most active sellers of loan portfolios.Despite some national variations we see clear potential for further activity, and loan portfolio transactionslook set to become an increasingly important strategic tool, both for buyers and sellers. Over the last two years European banks Of course, loan sales are not the only Richard Thompson have divested loans with face values option for European banks seeking PwC (UK) in the tens of billions of euros. Among to reduce leverage. Non-core loans richard.c.thompson@uk.pwc.com countries with large levels of non- may be refinanced in the normal way, performing loans, the UK, Ireland and or go through accelerated workout. Spain have been the most active markets. Asset swaps and other structured In contrast, Germany and Italy have arrangements will also be used. so far seen comparatively few deals. There is also variation between smaller Even so, the European market forAny reader of the financial press will loan sales clearly has strong scope markets: Portugal has generated severalknow that many European banks have for expansion. Portfolio transactions, transactions but the Netherlands hasbeen selling off portions of their loan already more central to bank been relatively quiet.books in recent years. The motives restructuring than in previous creditare obvious. Banks need to reduce Several factors suggest the European downturns, are likely to play anleverage and stabilise their earnings, market for loan portfolio transactions increasingly important role in bankingand disposals of low-quality or non- will expand during 2013, and we expect strategy over the new few years.core assets can achieve both goals. loans with a face value of around €60bnMeanwhile, well-capitalised banks and to transact during the year. The need forprivate equity funds have acquired loan deleveraging remains huge, and banksportfolios in the search for attractive are increasingly willing to ring-fencereturns, especially at a time of low yields assets and prepare them for disposal.and slow credit expansion. At the same time there is growing investor appetite for distressed debt,These countercyclical drivers mean that and regulatory pressure to strengthenEurope is now one of the world’s largest balance sheets is building. Furthermarkets for loan portfolio sales. We have rounds of provisioning by Europeanestimated European banks’ non-core banks could also stimulate deals byloans at the end of 2011 at more than tightening pricing gaps. Transactions€2.5tn, equivalent to 6% of total banking will continue to flow from the moreassets, and within this, we have non- active markets, but countries such asperforming loans to have a face value of Italy and France also have the potentialaround €1tn.15 Fiscal austerity and weak to generate greater deal volumes.economic growth suggests that assetquality may get worse before it gets better. 15 Based on internal PwC analysis PwC Sharing deal insight 19
    • MethodologyThe Data analysis section in this issue Our analysis excludes deals that, in ourincludes financial services deals: view, are not ‘pure’ FS deals involving corporate entities, or entire operations,•  eported by mergermarket, Reuters r e.g. real estate deals and sales/purchases and Dealogic; of asset portfolios where the disclosed deal value represents the value of•  nnounced in 2012, and expected to a assets sold. complete;•  nvolving the acquisition of a >30% i stake (or significant stake giving effective control to the acquirer); and•  cquisitions of Europe-based FS targets a where a deal value has been publicly disclosed.Figure 8: European FS deals – quarterly summaryDeal value € in billions Q1 11 Q2 11 Q3 11 Q4 11 FY 11 Q1 12 Q2 12 Q3 12 Q4 12 FY 12Asset management 1.0 0.4 0.4 0.4 2.1 0.3 0.2 1.2 0.8 2.4Banking 5.9 2.0 3.7 11.0 22.7 1.9 8.5 3.6 15.9 29.9Insurance 2.0 2.5 0.2 4.0 8.6 0.9 1.1 1.1 1.2 4.3Other 0.9 1.8 0.7 1.0 4.3 6.4 2.9 4.6 0.5 14.4Total deal value 9.8 6.7 5.0 16.3 37.7 9.5 12.7 10.5 18.3 51.0Corporate 9.5 4.8 3.3 10.2 27.8 9.1 7.9 4.3 7.6 29.0PE 0.3 1.9 0.5 0.7 3.4 0.2 - 0.4 0.7 1.3Government 0.0 - - 4.4 4.4 - 4.5 5.6 10.0 20.1Other 0.0 0.0 1.2 1.0 2.2 0.2 0.3 0.2 0.0 0.7Total deal value 9.8 6.7 5.0 16.3 37.7 9.5 12.7 10.5 18.3 51.0Domestic 8.5 3.0 2.6 11.1 25.2 2.7 6.1 8.9 13.9 31.6Cross-border 1.3 3.6 2.4 5.2 12.5 6.8 6.7 1.6 4.4 19.4Total deal value 9.8 6.7 5.0 16.3 37.7 9.5 12.7 10.5 18.3 51.0Source: mergermarket, Thomson Reuters, Dealogic, PwC analysis Note: May contain rounding differences20 PwC Sharing deal insight
    • About PwCM&A advisory services in thefinancial services sectorPwC is a leading consulting and accounting adviser for M&A in the FS sector. Through our CorporateFinance, Strategy, Structuring, Transaction Services, Valuation, Consulting, Human Resource andTax practices, we offer a full suite of M&A advisory services.The main areas of our services are: • oan portfolio advisory services l including performance analysis,•  ead advisory corporate finance; l due diligence and valuation;•  eal structuring, drawing on d •  ost-merger integration: synergy p accounting, regulation and tax assessments, planning and project requirements; management;•  ue diligence: commercial, financial d •  uman resource and pension scheme h and operational; advice; and•  usiness and asset valuations and b •  aluations for financial reporting v fairness opinions; purposes. About this report In addition to the named authors of the articles, the main authors of, and editorial team for, this report were Nick Page, a partner and Fredrik Johansson, a director in PwC (UK) Transaction Services – Financial Services team in London. Other contributions were made by Andrew Mills of Insight Financial Research, Tina Mayo, Francisco Egana Barrios, Felix Ross and Khaled Abdul Wasey of PwC UK. Geared up for growth? We can help you take advantage of the emerging opportunities for expansion and acquisition. Find out more about our M&A advisory services at www.pwc.com/financialservices PwC Sharing deal insight 21
    • PwC helps organisations and individuals create the value they’re looking for. We’re a network of firms in 158 countries with more than 180,000 people who arecommitted to delivering quality in assurance, tax and advisory services. Tell us what matters to you and find out more by visiting us at www.pwc.com.This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon theinformation contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy orcompleteness of the information contained in this publication, and, to the extent permitted by law, PwC does do not accept or assume any liability, responsibility or dutyof care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it.For further information on the Global FS M&A marketing programme or for additional copies please contact Tina Mayo, Global Financial Services Marketing, PwC UK on+44 20 7212 2371 or at tina.mayo@uk.pwc.com
    • www.pwc.com/financialservices© 2013 PwC. All rights reserved. PwC refers to the PwC network and/or one or more of its member firms, each of which is a separate legal entity.Please see www.pwc.com/structure for further details.