Crosbie & Company Canadian Mergers & Acquisitions Report for Q1 2022

Canadian M&A Activity Softens from Highs, Remains Historically Strong 

Canadian M&A activity softened in Q1 2022 with 851 announced transactions representing $67B in deal value, below the record highs achieved in 2021 where the quarterly averages were 964 and $90B, respectively.  However, Canadian M&A activity remains quite strong relative to historical conditions—the three-year period from 2018 to 2020 saw a quarterly average of 814 deals announced representing $61B in value.  

“It was not surprising to see the market take a bit of breather in Q1 after the record levels of M&A activity experienced in 2021,” said Richard Betsalel, Managing Director of Crosbie & Company Inc.  “However, we expect to see continued robust M&A activity going forward as many of the strong fundamentals remain intact, including access to capital and strong demand from both strategic players and financial sponsors.  Having said this, we are also watching for signs of how higher interest rates and the withdrawal of government support and stimulus relating to Covid-19 could impact economic growth and buyer psychology.” 

There were 13 mega-deals (transactions with values above $1B) in Q1 worth a combined value of $48B, of which three involved a Canadian target and six involved a U.S. target.  Financial Services represented $19.5B in mega-deal value as Canadian banks continue to deploy their excess capital on large cross-border acquisitions, such as TD Bank’s $16.9B acquisition of U.S. regional bank First Horizon Corporation, RBC’s $2.6B purchase of U.K. wealth manager Brewin Dolphin Holdings, and BMO’s $21B acquisition of U.S.-based Bank of the West (Q4). 

The mid-market, represented by transactions with values below $250M, comprised 91% of total deals with values disclosed and 13% of the aggregate value for such deals.  At 307 announced transactions representing $8.6B in value, the mid-market kicked off the new year with lower activity than the quarterly average in 2021 (on average, 379 transactions representing $12.7B) and has realigned with pre-pandemic levels (on average, 2019 witnessed 308 transactions representing $8.7B).   

Cross-border transactions continued to be a key driver of overall M&A activity representing 51% of total announcements and 70% of aggregate value.  Outbound activity (-13%) decreased at a faster rate than inbound activity (-9%), whereas domestic M&A activity, buoyed by Canadian acquirors, displayed relative resilience (-5%). 

Financial sponsors remained active players on both the buy and sell side.  Six of the 13 mega-deals involved private equity groups, including British Colombia Investment Management partnering with Macquarie Asset Management to purchase of National Grid’s gas transmission and metering business in the UK for $6.9B. As well, Brookfield sold Capital Automotive to Ares Management for $4.8B.

Sectors viewed as inflation hedges experienced increased deal activity, including Precious Metals (+9 deals), Metals & Mining (+5), Financial Services (+5), Consumer Staples (+3), Real Estate (+1) and Utilities (+1). Sectors that posted volume declines in excess of 25% included Materials (-11 deals), Energy (-17) and Communication Services (-15).  

Overview

• Deal activity experienced a modest pullback in Q1 2022 with 851 announced transactions, a 12% decline compared to the 2021 quarterly average but still above the longer-term trend line
• Aggregate deal value ($67B) was off by -25% relative to the 2021 quarterly average but remained significantly higher than 2020, which saw $41B in average quarterly transaction value
• Cross-border M&A activity decreased by 12% to 430 announced transactions representing $47B in value (70% of aggregate deal value)

Mega-Deals 

• There were 13 mega-deals (deals surpassing $1B in value) announced in Q1 2022 representing $48B in value
• The largest deal this quarter was TD Bank’s $16.9B cross-border acquisition of U.S.-based regional bank First Horizon Corporation, elevating TD Bank to become the sixth largest bank in the U.S. market
• Canadian banks continue to deploy their excess capital on large cross-border deals, including RBC’s $2.6B acquisition of U.K.-based wealth management firm Brewin Dolphin Holdings

Industry Sector Activity

• Deal count increases were witnessed in sectors viewed as inflation hedges: Precious Metals (+9 deals); Metals & Mining (+5); Financial Services (+5); and Consumer Staples (+3) 
• Materials (-11 deals), Energy (-17) and Communication Services (-15) each posted deal volume declines in excess of 25% 
• Financial Services and Real Estate generated the largest aggregate deal values at $21.6B and $11.4B, respectively, as a result of several large transactions

Breakdown by Transaction Size

• Mid-market transactions with disclosed values (deal value below $250M) comprised 91% of quarterly activity and 13% of quarterly value
• Declines in quarterly deal value were more pronounced in the mid-market (-38%) compared to the broader market (-23%)

Canadian Domiciled versus Foreign M&A Targets

• Acquisitions involving Canadian targets declined to 546 in Q1 2022, representing a 7% decrease relative to the trailing 8-quarter average (585)
• Canadian firms made 664 acquisitions in Q1 2022, of which 390 (59%) involved domestic targets ($21M average deal value) and the remainder targeted foreign firms ($139M average deal value) 

Cross-Border Deals

• Cross-border deals represented 51% of total activity and 70% of total value in Q1 2022
• Inbound activity decreased 9% quarter-over-quarter while outbound cross-border activity was off 12% 
• Canada/U.S. transactions represented 62% of cross-border deals and 61% of cross-border deal value

Deals by Provincial Domicile

• Ontario remained the most active province by deal count (233) and was the only province to experience an increase in activity (+6%) 
• British Columbia (125) and Alberta (55) each experienced a decrease in activity in excess of 15%
• Domestic aggregate deal value significantly declined quarter-over-quarter (-34%), with Ontario, British Columbia and Alberta each declining in excess of 45%