BCG The 2018 M&A Report

Lofty Valuations have Pushed Synergies to Center Stage in Global M&A

The years since 2016’s seismic political events on both sides of the Atlantic have been surprisingly ordinary for the M&A market. Despite persistent uncertainty and a less favorable regulatory environment in the US, deal activity—in terms of both value and volume—remained fairly steady in 2017 compared with 2016. And the first half of 2018 brought abundant reasons for anxiety, as many feared that dizzying market plunges and escalating trade wars would suppress deal making. But a pullback did not materialize. Deal value in the first half of 2018 exceeded the first-half average for the period dating back to 2009. Somehow, dealmakers have not let themselves be diverted from their core pursuit.

The resilience of the M&A market is especially remarkable in the face of ever-increasing valuation multiples. Targets are, on average, more expensive today than they were in 1999, at the height of the dot-com bubble, or in 2008, shortly before the collapse of Lehman Brothers. Indeed, acquisitions are more expensive today than at any time observed in our sample of transactions dating back to 1990. Despite the frothiness, shareholders still support and motivate deal making. For five consecutive years, they have rewarded buyers with positive announcement returns—a major departure from the historical pattern. Along with steady investor support, deal making has been incentivized by a variety of other factors, including slow organic growth, the need to add digital capabilities, and the availability of cheap funding. In this environment, dealmakers seeking to convince their board and shareholders that an acquisition creates value have a clear imperative: prove that synergies justify a high valuation.

The 2018 M&A Report

The 2018 M&A Report examines the trends that have moved synergies to center stage in deal making and how dealmakers and investors have responded. Analyzing a unique data set of the 1,000 largest public-to-public deals over the past ten years, we find that the synergy estimates in deal announcements have increased to a new high every year since 2013. Investors reward buyers that include synergy estimates in their announcements with higher returns around the announcement date. But their enthusiasm appears to be waning. Buyers’ announcement returns in transactions with synergy estimates have decreased in recent years, an indication that investors have become skeptical about companies’ ability to deliver on their increasingly bold promises.

Perhaps even more alarming, buyers are giving away a higher share of the total synergies in order to afford their deals. Historically, buyers have kept two-thirds of the value of expected synergies—their reward for bearing risk and shouldering responsibility for realizing the synergies after closing. In today’s seller’s market, buyers are keeping less than half of the synergy potential, with the remainder going to targets’ shareholders at closing.

Taken together, these trends have elevated synergies to the top of the board agenda at every company that is considering an acquisition. Board members and executives must have a clear understanding of whether the anticipated synergies are realistic, the time frame and approach to realize them, and how to communicate them to the market.

Dealmakers Keep Calm And Carry On

M&A activity remained healthy in 2017, despite being a bit of a mixed bag. Deal value was in line with 2016, but fell 27% from 2015’s record level. Part of the reason was the decline in the number of megadeals (those valued at $10 billion or higher), which dropped more than 50% from 2015. Although the number of very large deals declined, the total number of deals held steady. About 36,000 deals were announced in 2017, in line with 2016 and still above the long-term average. (See Exhibit 1.)

The mixed results may signal that uncertainty about the political environment diverted some executives’ attention from deal making. But the dampening was more like a steady drizzle than a heavy downpour. The modest pullback cannot be blamed on shareholders’ disinterest in deals. They rewarded acquirers with positive returns for the fifth year in a row.

Above-Average Deal Value in Early 2018

Unflinching investor support, along with still-cheap funding and slow organic growth, helped push global deal making to a rapid pace in early 2018. Indeed, deal value in the first half of 2018 was higher than the first-half average for 2009 through 2017 and only slightly below the first-half figure in the record-setting year of 2015. Total deal value was $1.7 trillion, with more than 16,000 deals globally. (See Exhibit 2.)

Megadeals helped drive the surge in first-half deal making. Buyers announced 22 megadeals, which is almost twice the historical average and the highest semiannual volume since 2015. Two megadeals were announced in the US business services industry: Cigna said it would acquire Express Scripts in a transaction valued at $69.8 billion, and Blackstone, together with co-investors, revealed plans to acquire the Financial and Risk unit of Thomson Reuters for $17 billion. In the food and beverage industry, Keurig Green Mountain announced its planned takeover of Dr. Pepper Snapple in a reverse merger transaction valued at $18.7 billion. In the telecom sector, T-Mobile US and Sprint announced their long-anticipated merger, with an implied deal value of $26.8 billion. In Europe’s energy market, the German electricity company E.ON said it would acquire a controlling stake in Innogy, a subsidiary of its competitor RWE. In the deal, valued at $19.3 billion, E.ON would transfer shares and parts of its renewable energy business to RWE.

Among 2018’s most notable deals was Walmart’s acquisition of the Indian e-commerce leader Flipkart for $16 billion, beating a bid by Amazon. This deal was seen as a major win for Walmart; the retail giant enhanced its e-commerce capabilities and achieved a greater presence in India’s emerging market. The transaction exemplifies a deal rationale frequently seen in 2018: in order to remain competitive and ensure future growth, major players such as Walmart are pursuing acquisitions beyond their traditional core capabilities and markets.

Corporate tax reform in the US is among the factors creating a favorable backdrop for deal making. (See “US Tax Reform Promotes Deal Making.”) Leading companies, including Apple and Microsoft, have already started to repatriate offshore cash to the US, as mandated by the new law. Because M&A activity is among the top uses for repatriated cash, deal making will likely receive a boost, at least to some degree.


By Jens Kengelbach , Georg Keienburg , Timo  Schmid , Dominik Degen , and Sönke Sievers

Photo: Marek Grzybowski