Mergers & Acquisitions and ECM transactions: what role do banks play?
13.11.2018 | Group
In the first half of 2018, mergers and acquisitions totaled more than 2.5 trillion dollars worldwide. This is a new record for these highly technical transactions, whose success is due in large part to the quality of banking support. Sophie Javary, Vice-Chairman CIB for Europe, Middle East and Africa at BNP Paribas, explains the factors driving this dynamic activity.
How do you support your customers in the Mergers & Acquisitions market (advisory) and ECM?
In mergers and acquisitions, we provide advice for equity transactions, seek potential target buyers and sellers, and take part in the negotiation phase, on behalf of clients either buying or selling assets. In the equity capital market (i.e initial public offerings and capital increases), we play a role in guaranteeing and investing stock issued by our investors. These highly technical activities are central parts of investment banking activities. Often, we also advise on financing these transactions by providing access to the bank’s balance sheet.
In the equity capital market, we play a role in guaranteeing and investing stock issued by our investors.
For companies, what needs are met by a merger, an acquisition or a capital increase strategy?
These transactions allow businesses to carry out an external growth strategy, or balance sheet consolidation strategy, within a context of elevated debt. In terms of their external growth, companies expect their financial partner to supply ideas for acquisition targets and an analysis of their availability.
How does that work?
During the sale, we prepare a Confidential Information Memorandum (CIM) and distribute it among several potential buyers. For example, for the sale of the SAUR group in 2018, we put in place an auction process in which investment funds and strategic buyers took part. During the purchase, we advise the company on the right price, provide support during the negotiation phase, finance the transaction, etc.
For initial public offerings, our role as an advisor and arranger encompasses the technical aspects of preparing the report for stock market authorities, as well as marketing. We advise on the following aspects: appraisal, scale of the transaction, listing location, and developing the brochure and sales arguments to send to investors.
What expertise do you mobilize in the context of these transactions?
We mobilize three types of highly valuable skills: financial expertise, market expertise and negotiation expertise.
We mobilize three types of highly valuable skills: financial expertise, market expertise and negotiation expertise. The legal component also plays a significant role. In addition to technical expertise, our professionals also possess strong interpersonal skills, since the most important task is to earn the trust of our customers.
Finally, we have to be able to work under pressure, while ensuring excellent quality at every step. Transactions like these do not come around every day!
2018 saw a rise in the number of mergers and acquisitions taking place worldwide, as well as their total value. What are the main factors driving this?
This dynamic activity is a result of economic growth and business confidence, within a favorable financial context characterized by abundant liquidity and low rates. In addition, changes in specific markets have pushed companies to consolidate their position within an environment of increasing global competition. Finally, the arrival of new investor categories, such as private equity funds and Canadian pension funds, has contributed to the market’s dynamism.
How do things stand with green M&A?
These transactions are becoming more common. They enable major energy companies to accelerate their diversification strategy by acquiring companies involved in the renewable energies market. For example, the recent acquisition of Innogy by the German energy company E.ON, for a total of 22 billion euros. This 100% German mega-transaction, executed entirely by BNP Paribas, takes on an even greater importance for our Group as we continue to strengthen our presence in Germany.
“ more and more companies will turn to mergers and acquisitions to accelerate their transformation strategy, notably in markets like digital and renewable energies. ”
Vice-Chairman CIB for Europe, Middle East and Africa - BNP Paribas
On the other hand, Initial Public Offerings in Paris seem to have slowed down in recent months. Is this a temporary situation or does it point to a fundamental trend?
Market volatility has clearly had an unfavorable impact. It remains to be seen if the current abundance of capital and increasing reliance on private equity, with which initial public offerings must now compete, constitute genuine fundamental trends. We view this as a temporary situation, expecting initial public offerings and investor demand to pick up again once markets have stabilized.
BNP Paribas Corporate & Investment Banking recently launched a vast digital transformation project. Can you tell us more about it?
Following Retail Banking, Investment banking will now undergo its own digital transformation. It’s an exciting project that I have been working on since January 2018, in the context of our transformation project known as Investment Banking for the Future. We are now in the process of identifying opportunities for digitizing our businesses—processing financial data, optimizing work methods with artificial intelligence, more efficient contact platforms, etc. We are preparing our company for these inevitable transformations.
INVESTMENT BANKING will now undergo its own digital transformation
How do you see the future of M&A and ECM?
Our businesses have globalized. That is why it is so important for companies to benefit from the support of an international bank, able to mobilize its expertise anywhere in the world, in order to serve its customers’ cross-border transactions. In addition, more and more companies will turn to mergers and acquisitions to accelerate their transformation strategy, notably in markets like digital and renewable energies. Finally, the market is changing shape with the arrival of new investor categories like family offices, investment funds and sovereign funds.
Brief glossary for understanding Corporate Finance
Mergers & Acquisitions (M&A) encompass every step in the acquisition of one company by another (strategic, legal, economic and organizational aspects).
Family offices refer to management, investment and legal advising services organized into a professional structure by a family for the optimal management of their assets over the long term.
Private Equity is a class of assets invested in non-listed companies at various development stages, in preparation for a subsequent transfer aiming for a substantial surplus value.
Capital increases refer to a company issuing new securities on the market. This transaction increases the capital of the issuing company.
Corporate Finance refers to all the financial strategies taken by a company. Its purpose is to optimize the company’s value in the market.
Equity Capital Markets (ECM) designates the market in which new equity securities are issued (primarily stock).
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