Crosbie & Company Canadian Mergers & Acquisitions Report for Q1 2016

Overview

The Canadian M&A activity (which we define as all M&A deals involving a Canadian company as a material counterparty) was fueled by multibillion dollar deals even though the number of deals declined to the lowest since 2012.  Figures developed by Crosbie & Company using Capital IQ and other sources indicated 602 announcements in Q1, down 6% from the previous quarter and down 8% from the same quarter last year.  This was the sixth decline in activity in the last seven quarters.

Due to continued strength in mega-deal activity (transactions in excess of $1B in value), the value of announced transactions increased 32% from last quarter to $101B in this quarter, the second highest level observed in recent years.

The year over year decline in activity was concentrated in three key sectors: Real Estate, Consumer Discretionary and Industrials.  From a deal-size perspective, most of the decline in activity can be attributed to the middle market (under $250M) category.

Domestic M&A Transactions

Figure 2 illustrates that Canadian domestic M&A activity declined in Q1. There were 408 transactions involving Canadian targets (including both those with domestic or foreign buyers) in Q1, down 5% from 428 transactions in the same quarter last year.

Mega-Deals

There were 16 mega-deals announced in Q1, representing an aggregate value of $82.4B.  Mega-deals accounted for over 81% of the total value of M&A activity for the quarter.

The largest transaction of the quarter saw TransCanada make an $18.2B acquisition of Columbia Pipeline Group, a Texas-based company operating approximately 24,000 km network of interstate natural gas pipelines.

The second largest transaction of the quarter saw Fortis diversify its business and extend its reach into the US with the $15.8B acquisition of ITC Holdings, the largest independent pure-play electric transmission company in the US.

Another notable mega-deal of the quarter ended a nine-month takeover battle as rival bidders Qube Holdings and Brookfield Infrastructure Partners teamed up for $12.7B acquisition of Asciano, an Australian rail and ports logistics company. Both the bidders intend to split Asciano into three parts, with separate consortiums (including CPPIB and bcIMC) acquiring its rail, ports, and bulk and automotive ports services businesses.

Financial Sponsors

Financial sponsors remained active in the first quarter of 2016 on both the buy-side and sell-side with 15 transactions (in excess of $100M) valued in aggregate at $34.3B.  Four of the ten largest transactions in the quarter involved a financial sponsor, including several infrastructure transactions such as the Asciano transaction mentioned above and a consortium consisting of AIMCO, OTPP and OMERS acquiring London City Airport Ltd. for $3.8B. Canadian pension funds continue to purchase global infrastructure assets as they seek to generate stable inflation-protected returns. However, a number of pension funds have started to raise concerns that intense competition for these assets has driven valuations too high.

Industry Sector Activity

The most active sector by number of announced transactions was Information Technology with 92 deals valued at $1.7B, a 16% increase in activity from Q1 2015.  The sector’s largest transaction involved CCL Industries’ acquisition of Checkpoint Systems, a leading global supplier of merchandise availability solutions, for $750M.

Real Estate, historically one of the most active sectors, declined 30% from Q1 2015 to 73 transactions worth $7.7B. The largest deal in the sector involved Brookfield Asset Management’s $3.5B acquisition of Rouse Properties, a US publicly-traded real estate investment trust.

The most active sector by deal value was Industrials with 72 deals valued at $23.7B, largely due to the Asciano and London City Airport transactions mentioned above.  Another key transaction in the sector was the $3.9B merger of Progressive Waste Solutions with US-based Waste Connections.  The transaction will enable the US garbage hauling company to move its tax domicile to Canada and take advantage of the lower corporate tax rate.

Consumer Discretionary was also active from a deal value perspective with over $17B in announced transactions. Significant transactions included the privatization of Amaya, an online gambling company, for $6.5B and Lowe’s $3.1B deal to acquire Quebec-based Rona.  Lowe’s previous attempt to acquire Rona in 2012 was opposed by the Quebec government.

Breakdown by Transaction Size

While the aggregate transaction value for the quarter was largely driven by mega-deals, the bulk of the activity is driven from transactions with deal values under $250 million.

As shown in Figure 4, the middle market continues to be the foundation of Canadian M&A transaction volume with deals under $250 million representing 85% of all the transactions with disclosed values.  This is consistent with past trends in activity.  In aggregate, the mid-market transactions were valued at $6.1B or approximately 6% of total M&A value.  

In the first quarter of 2016, transaction size was not disclosed for 54% of the transactions, consistent with 55% in 2015.  While this limits the precision of inferences we can make about the size distribution of transactions, it is reasonable to assume most of the undisclosed deals are within the middle market as we define it here.

Target by Province

As shown in Figure 5, domestic M&A activity varies considerably by province.  In Q1 2016, the provinces with the most announcements (in declining order of activity) were Ontario, British Columbia, Alberta and Quebec.  These four provinces represent 87% of activity in the quarter.  

The decline in domestic activity year over year (408 announcements in Q1 2016 vs 428 in Q1 2015), was attributable to declines in activity in Ontario, British Columbia and Alberta. In Ontario, M&A activity declined 7% (154 versus 167 in Q1 2015); British Columbia declined 22% to 73 transactions; and Alberta declined 10% to 56 transactions.

However, Quebec’s M&A activity year over year increased significantly by 29% to 71 transactions.  Similarly, mega-deals in Quebec (Amaya and Rona transactions mentioned above) have contributed to an approximately three-fold increase in total deal value ($10.8B vs $2.6B in Q1 2015). Another notable transaction was the $537M acquisition of Quebec-based St-Hubert restaurant business by Swiss Chalet owners, Cara Operations.

Cross-Border Deals

As the data in Figure 6 indicates, cross-border transactions continued to account for a significant proportion of activity with 47% of all transactions involving a foreign target or buyer, demonstrating the global nature of the Canadian economy.

Canadian companies making acquisitions abroad (“outbound” transactions) outnumbered the number of foreign companies acquiring in Canada (“inbound” transactions) by a factor of 1.1 times.  Additionally, the value of outbound transactions exceeded the value of inbound transactions in Q1 by nearly three times.  In this quarter, we saw a continuation of the trend observed recently where Canadian firms were both more active abroad and spending more than foreigners acquiring Canadian companies.  Inbound activity increased significantly as foreign firms acquired more Canadian companies in Q1 compared to the same quarter last year (132 vs 111 in Q1 2015).  Similarly, the value of inbound transactions increased nearly six times compared to same quarter last year ($19.9B vs $3.4B in Q1 2015).