Crosbie & Company Canadian Mergers & Acquisitions Report for Q1 2023

The "New Normal" Coming into Focus

In Q1 2023, there were 721 announced Canadian M&A transactions representing a total deal value of $52.7B.  Announcements were slightly below the prior quarter but were generally in line with the average for the prior three quarters (730 announcements); however, they remain below the average quarterly levels pre-pandemic (825) and during Covid-19 (880). 

“The last few quarters seem to point to Canadian M&A activity stabilizing at a new level,” said Colin Walker, Managing Director of Crosbie & Company Inc. “This level reflects changes in buyer and seller behavior due to higher interest rates as well as from uncertainty related to a possible economic slowdown in the coming months.  However, we are also seeing some industry specific headwinds and tailwinds as a result of these economic conditions and certain secular industry trends.  For instance, we are seeing relative strength in sectors related to energy and future electrification.  On the other hand, there is real weakness in sectors that are interest rate sensitive such as consumer discretionary and real estate.”  

In the quarter, there were 13 mega-deal announcements (those with values exceeding $1B) representing a combined value of $41B.  Five of these transactions involved energy related target companies and five involved Canadian targets.  The largest deal in the quarter was the take-private transaction of Qualtrics International Inc., an American-based software company, by Silver Lake and CPP for $15B – a valuation which represents a 73% premium to the pre-announcement trading price. 

The mid-market, represented by transactions with values below $250M, exhibited its usual stability.  Mid-market announcements represented 91% of deals with disclosed values and 13% of the aggregate value. The 250 announced mid-market transactions in Q1 2023 were essentially unchanged from 248 announcements in the prior quarter, and the $6.6B combined value of these deals represented an increase of 5% from the prior quarter.  

Canadian firms announced 539 acquisitions in Q1 2023, of which 337 (63%) involved domestic targets with the remainder representing foreign targets.  Acquisitions of Canadian domiciled companies by both Canadian and foreign buyers increased to 483 deals in Q1 2023, up from 431 in the prior quarter.

Cross-border activity was strong in the quarter representing 48% of all announcements and 82% of total deal value.  Canada-US deals made up 59% of total cross-border activity and 85% of cross-border deal value, up from 56% and 49% in the prior quarter, respectively.  This indicates that a greater proportion of cross-border transactions in the quarter were completed with parties within North America, possibly reflecting a shifting geographic focus for some companies.  

From an industry viewpoint, deal counts decreased in most sectors that we track.  Consumer Discretionary experienced the largest drop (-40), followed by Communication Services (-28) and Real Estate (-14).   However, there were strong increases in certain sectors including Metals and Mining (+34), Precious Metals (+26), and Industrials (+22), all of which are disproportionally large in Canada relative to other advanced economies and are positioned to benefit from the growth in energy transition initiatives. 

Overview

• Deal activity declined marginally in Q1 2023 with 721 announced transactions, a 5% decrease from Q4 2022
• There were 483 transactions of Canadian domiciled companies in Q1 2023, up from 431 in the prior quarter
• Mid-market transactions represented 91% of announcements where the value was disclosed and 13% of deal value
• Cross-border announcements represented 48% of total activity and 82% of total value in Q1 2023, with the vast majority (85%) comprised of Canada/U.S. activity
• Canadian firms made 539 acquisitions in the quarter, of which 337 (63%) involved domestic targets 

Mega-Deals 

• Thirteen mega-deals were announced in the quarter (up from 8 in Q4 2022) with aggregate value declining to $41B. Of these, five mega-deals were energy related and two were mining related
• The largest deal was the $15B sale of Qualtrics International Inc, an American software company, to Canada Pension Plan and Silver Lake, a Silicon Valley-based private equity firm
• Brookfield Asset Management continued to be active, completing the second-largest transaction of Q1 2023 (which follows the announcement of 3 Brookfield mega-deals in Q4 2022)

Industry Sector Activity

• Deal count decreases were seen across most industries, with Consumer Discretionary experiencing the largest drop (-40), followed by Communication Services (-28) and Real Estate (-14)
• Metals and Mining experienced the largest increase in deal activity (+34), closely followed by Precious Metals (+26), which collectively comprised a third of the total announcements
• Industrials announcements also experienced a significant jump (+22)

Breakdown by Transaction Size

• Mid-market activity (deal value below $250M) remained steady over the quarter with 250 deals
• For transactions with disclosed values, the mid-market comprised 91% of activity and 13% of value 
• Mega-deal activity increased with 13 announced transactions in the quarter, up from 8 in Q4 2022

Canadian Domiciled versus Foreign M&A Targets

• Acquisitions involving Canadian targets increased 12% in Q1 2023 to 483 deals
• Canadian firms made 539 acquisitions in the quarter, of which 337 (63%) involved domestic targets 

Cross-Border Deals

• Cross-border deals represented 48% of total activity and 82% of total value in Q1 2023
• The outbound-to-inbound ratio declined to 1.38 in Q1, reflecting an increase in inbound acquisitions paired with a decline in outbound acquisitions
• Canada/US cross-border activity continued to represent the bulk of cross-border transactions (59%) and deal value (85%)

Deals by Provincial Domicile

• Aggregate domestic M&A activity increased to 483 announced transactions during Q1 2023
• Ontario remained the most active province by deal count (164) but witnessed a large decline of $15.7B in deal value 
• British Columbia was the runner-up in terms of deal activity (126) and represented the highest share of value (62%)
• Quebec and British Columbia benefited from the heightened activity in Metals and Mining and Precious Metals sectors, both of which represented over 35% of activity in those provinces