Australia

As a follow-up to William Buck’s extensive Dealmaking Insights Report 2024, this half-yearly update investigates the key trends observed across Australia’s Mergers and Acquisitions (M&A), Initial Public Offerings (IPOs), Private Equity (PE), and Venture Capital (VC) markets. It mainly focuses on the mid-market (up to $100m in value) to understand market opportunities and trends and their implications for our diverse mid-market client base.

A slowdown in dealmaking activity was observed in H1 2024 across M&As, IPOs, PE and Venture Capital markets, driven primarily by heightened volatility and market uncertainty. In our research, four major themes emerged:

Higher interest rates, for longer

While inflation has come down from its high of 6.8% in December 2022, it remains above the RBA’s long-term CPI target of 2-3% p.a. Consequently, the cash rate has remained at 4.35% since November 2023. The higher interest rates have continued to lower investor risk appetites while simultaneously placing downward pressure on the profitability of most businesses. Businesses have continued to experience cost inflation, albeit at lower levels than during and after the pandemic.

What does this mean for your business?

Businesses with significant debt balances will continue to experience substantial profitability headwinds as interest repayments reduce profit. This issue is likely to remain more acute for SMEs, who have less access to diverse debt financings options, such as corporate bonds and favourable rates, than larger public entities.

Geopolitical uncertainty

This year represents the most significant election year in modern history, with more than 60 elections held or expected to be held globally, with market attention being fixed on the outcomes of the US, UK, EU and Indian elections. While many of these elections have already occurred in the first half of 2024, markets are still grappling with the uncertainty around the policy responses of these elected officials to cost of living pressures, civil unrest, climate change and international conflicts.

The first half of 2024 has also represented a period of increased escalation in global conflicts, with heightened geopolitical tensions in the Middle East and Ukraine. These tensions have had material effects on the global supply chain and forced major powers to respond despite an increasing number of domestic issues at home.

In addition, Australian market participants, including domestic and foreign investors, have also been forced to assess the impact of recent proposed ACCC merger laws, which place mandatory disclosure, notification and approval requirements for acquisitions above a 20% interest level and on the condition the deal meets the notification threshold (expected to be c. $30m). These changes have introduced further uncertainty and risk into the market, even if it is too early to determine whether the net effect of these changes will be positive and pro-competition or stifling to deal-making activity in Australia.

What does this mean for your business?

While supply-chain costs and concerns have decreased since their height post-pandemic, logistical and supply issues remain front-of-mind for many of our clients. For our larger clients in the mid-market who are looking to sell in the medium term, increased regulatory scrutiny arriving in 2026 may expedite their exit plans, reducing the list of potential buyers and lengthening the due diligence process.

Longer, more complex deals

In current market conditions, deals are taking longer and are driven by slower, more comprehensive due diligence processes, ESG considerations, and differing views on value between buyer and seller. Due diligence processes are being extended, with buyers wanting to understand the quantum, quality and resilience of future revenues and earnings. Part of this process involves understanding where the target company fits in its supply chain, the degree to which it is vertically integrated and the quality of its margins and earnings. ESG has become an increasingly significant consideration in transactions, especially when the buyer is a PE fund or the deal is financed through the debt of a major bank, which also has its own ESG obligations.

In addition, while we’ve observed owners becoming more realistic about their company’s valuation, there remains a valuation gap between buyers and sellers. As such, buyers are increasingly opting to use earn-outs and deferred compensation to reduce their down-side risk, along with their up-front investment and keep the owners in the business to ultimately ‘bridge the gap’ in valuation and see through the sale of the business.

What does this mean for your business?

Owners who are looking to sell their business in the short-medium term should carefully consider their exit and ask the following questions:

      1. What are my personal goals and objectives in the sale process? A complete exit or remain in the business?
      2. What state is my business in?
      3. Have I conducted vendor due diligence before going to market?

These questions have become ever more important in current market conditions, as investors are increasingly selective and discerning in the deals in which they undertake due diligence and ultimately buy. For example, depending on the buyer, an owner who wishes to exit the business and be paid upfront may have to accept a lower transaction value to see the deal through.

Flourishing sectors

Our Dealmaking analysis suggests that the Consumer, Technology, and Materials sectors continue to dominate mid-market transactions, accounting for 51% of total mid-market deals. These findings highlight the durability of consumer-centric businesses across all stages of the economic cycle and the ongoing role that mining and manufacturing play in the Australian economy.

Looking forward, we anticipate accelerated growth in specialised manufacturing as Australia increases its independence, fuelled by ‘Made in Australia’ tailwinds in an increasingly de-globalised world. Professional services firms remain attractive and ripe for acquisition, given their low-capex requirement in a high-interest rate environment. We’ve also observed, anecdotally, an uplift in the number of doctor-owned healthcare roll-ups and new-site developments, with a focus on improved and expedient patient care.

With these four insights in mind, I encourage you to continue exploring our half-year Dealmaking Insights Report Update to understand how your business is positioned in today’s market

One thing is for sure – the middle market remains the place to be.

1. M&A trends in Australia

2. Global M&A trends

3. IPO trends

4. Private equity

5. Venture Capital

6. Outlook for H2 2024 and ongoing

1. M&A trends in Australia

Australia’s M&A activity has been impacted by macroeconomic headwinds, with the deal count decreasing 22% from 402 in this period last year to 312 in H1 2024 – the lowest level in ten years.

Promisingly for SMEs, 79% of these deals were between $0-100m, indicating the continued prevalence of SME transactions in the Australian M&A market. However, there was still an overall decrease in deals in this size category by 29%, from 138 in H1 2023 to 98 in H1 2024 – again, the lowest level in 10 years.

Mid-market deal value also declined by 29% compared to H1 2023. However, 2023 saw multiple mega-deals, which had an outsized effect on the aggregate value of M&A transactions in Australia, with three mega-deals in the Materials sector, for example, accounting for 92% of the industry’s total M&A activity.

Key points

  • Overall deal value has remained consistent across H1 2023 and H1 2024 at $23 billion and $21.4 billion, respectively.
  • Transactions with a value up to $10m constituted 41% of the total number of transactions in H1 2024, below the 10-year average of 51% but up from this period last year, when transactions in this size category accounted for 38% of the total number.
  • Transactions with a value of between $100-$150m are up in H1 2024 compared to the 10-year average, at 15% and 8% respectively.

Total Number of M&A Transactions per size category

Total number of M&A transactions per size category 2

Mid-market M&A volume and aggregate value in Australia

Mid-market M&A volume and aggregate value in Australia

Sector performance

  • In Australia’s M&A mid-market, Industrials was also one of the largest sectors by deal count, constituting 15% of all mid-market deals. However, Consumer was the largest, at 21% and Materials followed at 19%.
  • The largest mid-market sector by deal value was Consumer at $541m, followed by Industrials at $312m and Financials at $275m.

Mid-market M&A volume and aggregate value in Australia during H1 2024 per industry sector

Mid-market M&A volume and aggregate value in Australia during H1 2024 per Industry Sector

2. Global M&A trends

While the value of global M&A transactions was up this period by 10.5% at $732 billion, compared with $662 billion in H1 2023, it was still markedly less than H1 2021 and H1 2022 at $1.21 trillion and $1.13 trillion, respectively.

Key points

  • Globally, the largest industry sectors by deal count in H1 2024 were Technology, Media and Telecommunications (TMT) at 28%, Industrials at 19% and Consumer at 17%.
  • Industrials experienced significant M&A growth in H1 2024, accounting for 22% of all M&A transactions. This is up from 10% in H1 2021-22.
  • Investment in Financials in H1 2023 and H1 2024 has decreased significantly compared to prior periods, largely due to uncertainty regarding interest rate movements, stricter Basel III regulatory oversight and multiple high-profile bank failures muting demand. Geopolitical fragmentation has also caused investors to prefer more stable and defensive industries.
  • TMT transactions have decreased on aggregate from 2021-22 levels, driven by high-tech supply chain uncertainty and rising interest rates, reflecting a more cautious investor sentiment.

Global M&A aggregate value by sector for 2021 to 2024, comparison between half-years

Global M&A aggregate value by sector for 2021 to 2024, comparison between half-years

Outlook

The absolute decline in M&A activity this period, both in Australia and globally, compared to the highs we saw in 2021, is commensurate with a decrease in the Consumer Sentiment Index and the persistent high-interest rate environment. This has led to reduced dealmaking confidence and a more cautious investment approach across the M&A market.

Despite this, M&A will remain a key avenue for companies seeking scale efficiencies, technological integration, enhancements and improved reliability of supply chains through strategic acquisitions that offer vertical integration opportunities.

3. IPO trends

The continued pullback in IPO activity in H1 2024 compared to the 2021 peak reflects reduced investor demand, potentially caused by the rise in interest rates, lower valuations and underwhelming after-market performances.

Key points

  • Australia’s IPO market remains relatively stable compared to H1 2023, with 11 and 15 deals, respectively.
  • The aggregate value of IPOs has increased over 200% from $150m in H1 2023 to $477m in H1 2024, with $335m of this attributed to the Guzman y Gomez listing in June.

Outlook

We anticipate continued listing hesitancy as promising private companies pause their listing plans until market conditions settle. Given the significant costs associated with the listing process and the ongoing compliance costs, we do not expect to see any meaningful improvement in mid-market listings as owners opt to retain control, limit their reporting obligations and focus on the business’ growth.

4. Private equity

The Australian market has reflected the global market over the last ten years and in H1 2024, with Technology, Media and Communications consistently recording the highest deal count.

Unlike the global market, the deal value in the Australian PE market was $6.4 billion in H1 2024, which is consistent with the aggregate value across the whole of 2023 – $6.97 billion.

This is despite the deal count being down 31% on H1 2023 and is consistent with a higher average deal value, from $279 million in 2023 to $803 million in H1 2024.

Key points

  • Globally, health care saw the highest deal value of any sector in H1 2024 at $110 billion. Technology was the sector that followed, at $108 billion.
  • Over the last 10 years, Industrials achieved the highest aggregate deal value in the Australian market at $30 billion, followed by Consumer at $28 billion.
  • Isolating the PE market to transactions under $1 billion provides an adjusted view of dealmaking activity that accounts for mega-deals in the Energy, Healthcare and Industrials sectors. Consumer achieved the highest aggregate deal value over the last ten years, followed by Technology.

Volume and aggregate value in the Australian private equity market

Volume and aggregate value in the Australian private equity market 2

Outlook

We expect private equity to play an increasingly important role in dealmaking activity as an alternative funding source for high quality cash-strapped firms, as PE investors seek bolt-on acquisitions at attractive valuations to the valuations of their portfolio companies prior to exit. Mid-market businesses are often ideal for these bolt-on acquisitions, given their smaller size, niche clientele and agile operating abilities. In addition, with depressed valuations in certain areas of the public markets, PE, with its growing levels of dry powder, will seek out lucrative take-private opportunities.

5. Venture Capital

In Australia, large venture capital transactions in the Energy and Industrials sectors in H1 2024 have resulted in a 53% increase in deal value compared with the same period last year, despite a 34% reduction in deal count from H1 2023 to H1 2024 at 261 and 173 respectively.

The deal count in Australia in H1 2024 was the lowest in 10 years.

Globally, Technology, Media and Communications had the largest deal count and aggregate deal value across both H1 2023 and H1 2024, consistent with the VC market being an essential source of financing for STEM startups, particularly with the rise of AI and cloud technology.

Aggregate deal value and deal count in the Australian market (2015 – H1 2024)

Aggregate deal value and deal count in the Australian market (2015 – H1 2024)

Outlook

Raising capital has proven more difficult for startups, an issue further exacerbated in pre-revenue companies or those with unproven, emerging technologies. Higher interest rates translate to higher required rates of return for risky assets, and as such, we recommend that our startup founders establish prudent business plans focussed on a path to profitability and a sound, conservative use of funds before going to market.

6. Outlook for H2 2024 and ongoing

For the remainder of the year, we expect increased interest in getting deals done, albeit at a more cautious pace, with increased due diligence hurdles and greater buyer scrutiny. Earn-outs will remain a persistent feature of deals going forward to bridge the valuation gap and reduce risk on the buy-side while providing sellers opportunities for greater value creation.

In the absence of major domestic and/or global geopolitical disruptions, we anticipate deal volume increasing after a prolonged period of deal stagnation and fence-sitting.

Our data was sourced from S&P Capital IQ 2024, Pitchbook and Preqin