Geopolitics in Europe Drive Cross-Border M&A

European companies are increasingly seeking growth opportunities abroad, driven by geopolitical tensions and economic uncertainties in their region. This trend is reshaping cross-border M&A, with many firms targeting safer markets, particularly in the United States. In 2023, cross-border transactions accounted for 42% of total deal volume, indicating a strong appetite for geographic expansion and sectoral diversity among European acquirers and investors.

Several factors contribute to this trend. Political instability within Europe, such as Brexit, the Israel-Hamas war, and tensions with Russia, has created an uncertain business environment. These issues, along with economic challenges in the Eurozone and a desire for advanced technologies and innovation hubs, drive European companies to look beyond their borders. The US, as the largest foreign buyer in Europe, accounted for about 24% of all cross-border transactions from 2003 to 2023. Its stable political and economic environment, advanced technologies, and similar business practices make it an attractive destination.

Strategic considerations like risk mitigation through geographic diversification and access to new technologies and markets, especially in software, consumer goods, and healthcare, motivate European companies. However, cross-border M&A poses challenges, such as cultural and operational integration and heightened regulatory scrutiny, particularly in sensitive sectors or where national security is a concern.

Geopolitical factors are also influencing deal types. Protectionist policies and regulatory changes in Europe have made domestic M&A more challenging, prompting companies to seek cross-border opportunities in markets with more favorable regulations, especially in strategic sectors like defense, energy, and technology.

The Impact of Geopolitical Risk on European Business

A substantial portion of European manufacturing firms is highly exposed to geopolitical risks, particularly those reliant on critical inputs from China. In Germany, over one-third of manufacturing companies depend on these inputs, while in Spain and Italy, the figures are 20% and 17%, respectively.

The ECB has also highlighted the potential for geopolitical risks to disrupt financial stability. The ECB’s Financial Stability Review notes that geopolitical events can trigger rapid shifts in market sentiment, adversely affecting GDP growth, inflation, trade, and investment. This sentiment is echoed by ECB Vice-President Luis de Guindos, who warned that markets might be underestimating the potential impact of geopolitical instability, especially with upcoming electoral cycles in both Europe and the U.S.

Moreover, the economic fallout from these geopolitical tensions is evident in rising inflation and interest rates across Europe. Central and Eastern European countries, which have been attractive investment destinations due to their lower costs and skilled workforces, are now facing increased economic pressures. This has led to a notable shift in M&A activity, as companies seek to mitigate risks by diversifying their investments and exploring safer markets.

Shifting Focus: European Companies Look Overseas

In response to the growing geopolitical risks, European companies are increasingly looking overseas for growth opportunities. The United States, in particular, has emerged as a preferred destination due to its relatively stable economic environment and favourable regulatory landscape. The Biden Administration’s policies, such as the CHIPS and Science Act and the Inflation Reduction Act, have further incentivized European companies to invest in the U.S., providing a more predictable and secure market environment.

This strategic shift is not just about seeking stability but also about diversifying risks. By investing in the U.S., European companies can reduce their dependency on volatile markets and gain access to new technologies and innovations. The move towards the U.S. is also driven by the need to navigate the complex regulatory environments in Europe, where geopolitical tensions have led to increased scrutiny and potential barriers to trade and investment.

The impact of geopolitical risks on European businesses is profound, driving them to seek safer and more stable markets overseas. This trend is reshaping the landscape of cross-border M&A, with the U.S. emerging as a key destination for European companies looking to mitigate risks and capitalize on growth opportunities.

Seeking Stability in Uncertain Times

US Market Attractiveness: European companies are increasingly targeting the US for stability amid geopolitical uncertainties. Key advantages of the US market include a deep pool of liquidity, a broad investor base, and a welcoming regulatory environment, especially for technology companies. In 2023, the Americas saw a 155% surge in IPO proceeds with about 132 deals on US exchanges, while the London Stock Exchange saw a drop from 74 IPOs in 2022 to 23 in 2023.

Other Safe Haven Destinations: While the US remains a primary focus European companies are also considering other stable markets. Japan has emerged as an attractive option ranking first in scorecard for equity markets. The UK despite Brexit uncertainties rank second in the same scorecard Switzerland and Singapore continue to be viewed as safe havens due to their political stability and strong financial sectors.

Diversification of Risk

Geographic Diversification: European companies are increasingly looking to diversify their geographic footprint to mitigate risks associated with regional instability. Expanding into multiple markets reduces exposure to localized economic or political shocks. Access to different consumer bases can help offset potential market slowdowns in specific regions. Presence in various countries can provide operational flexibility and supply chain resilience.

Sector Diversification: In addition to geographic diversification European companies are also diversifying across sectors. Investing in technology and innovation-driven sectors to balance traditional industry exposure. Exploring opportunities in emerging fields such as renewable energy biotechnology and artificial intelligence. Leveraging Europe’s strengths in specific industries with around 40% of Europe’s market cap in industry-leading or unique companies without direct US-based competitors. This diversification strategy aims to create a more balanced portfolio that can withstand sector-specific challenges and capitalize on growth opportunities across various industries.

Key Drivers of Cross-Border M&A from Europe

Economic Factors: Currency fluctuations and interest rate differentials have spurred M&A activity. The euro’s depreciation against the US dollar has increased inbound M&A to Europe, with 2023 deals reaching $208 billion, a 27% increase from the previous year.

Interest rate differentials between Europe and other regions particularly the US have also influenced M&A trends. The European Central Bank’s negative interest rate policy which persisted until 2022 created a low-cost borrowing environment for European companies. This made it easier for them to finance overseas acquisitions. However, as interest rates have begun to rise globally the impact of this factor is evolving.

Regulatory Environment: Changes in EU policies have had a substantial impact on cross-border M&A activity. The implementation of the EU Foreign Direct Investment Screening Regulation in 2020 has increased scrutiny on inbound investments particularly in strategic sectors, which his has led some European companies to look outward for growth opportunities.

• In 2023 outbound M&A from Europe to non-EU countries increased by 15% compared to the previous year.
• The CHIPS and Science Act of 2022 which provides $52 billion in subsidies for semiconductor manufacturing has drawn significant interest from European tech companies. ASML a Dutch semiconductor equipment manufacturer announced plans to invest $200 million in a new R&D center in the US in response to these incentives

Technological Advancements: Access to innovation drives European M&A in the US tech sector, with 2023 acquisitions totaling $45 billion. Notable deals include SAP’s $8 billion acquisition of Qualtrics and Siemens’ $16.4 billion purchase of Mentor Graphics.

Challenges and Considerations

Cultural and operational integration remains one of the most significant challenges in cross-border M&A.

• 70% of executives cite cultural integration as the primary reason for deal failure.

The clash between different corporate cultures can lead to decreased productivity employee disengagement and ultimately value destruction. A notable example is the merger between Daimler-Benz and Chrysler in which failed largely due to cultural incompatibilities despite initial optimism.

Operational integration presents its own set of challenges, particularly when companies have different systems processes and technologies.

• 65% of companies underestimate the complexity of IT integration in M&A deals, which can lead to disruptions in business operations, increased costs and delays in realizing synergies.

Regulatory Hurdles

Cross-border M&A deals face increasing scrutiny from regulatory bodies concerned with national security and economic interests. The Committee on Foreign Investment in the United States (CFIUS) has become increasingly active in recent years. In 2022, CFIUS reviewed 286 transactions, a 20% increase from the previous year. This heightened scrutiny has led to the collapse of several high-profile deals. For example, in 2018, Broadcom’s $117 billion bid for Qualcomm was blocked by CFIUS due to national security concerns.

European countries have also tightened their foreign investment screening mechanisms. In 2020, the EU implemented a new framework for screening foreign direct investments, which has led to increased scrutiny of deals involving non-EU buyers. Germany has strengthened its foreign investment rules, blocking several Chinese acquisitions in recent years, including the proposed acquisition of Leifeld Metal Spinning by Yantai Taihai in 2018.

Antitrust Concerns

Antitrust regulations pose another significant hurdle for cross-border M&A, particularly for large-scale deals. The European Commission and the US Department of Justice have been increasingly vigilant in reviewing mergers for potential anti-competitive effects. In 2022, the European Commission blocked 2 mergers and required remedies in 15 others, while the US saw a record number of merger challenges. A high-profile example is the proposed merger between Siemens and Alstom, which was blocked by the European Commission in 2019 due to concerns about reduced competition in the railway signaling and high-speed train markets. This decision highlighted the potential conflicts between industrial policy goals and competition law enforcement.

These regulatory challenges have led to increased deal complexity, longer timelines, and higher costs for cross-border M&A. In response, companies are adopting more proactive approaches to regulatory compliance, including early engagement with regulators, thorough pre-deal assessments, and the development of comprehensive mitigation strategies to address potential regulatory concerns.

Successful European Cross-Border Acquisitions in the US

Several European companies have successfully executed cross-border acquisitions in the US, demonstrating the potential benefits of such strategies. One notable example is the 2018 acquisition of Monsanto by German pharmaceutical and life sciences company Bayer for $63 billion. This deal significantly expanded Bayer’s agricultural business and provided access to Monsanto’s advanced biotechnology and digital farming platforms. Despite initial regulatory challenges, the acquisition has positioned Bayer as a global leader in the agrochemical industry.

Another successful case is the 2019 acquisition of Tableau Software by French company Salesforce for $15.7 billion. This deal allowed Salesforce to enhance its data visualization and analytics capabilities, strengthening its position in the competitive cloud computing market. The integration of Tableau’s technology has enabled Salesforce to offer more comprehensive business intelligence solutions to its customers.

The 2020 acquisition of Varian Medical Systems by Siemens Healthineers, a German medical technology company, for $16.4 billion is another example of a successful European cross-border acquisition in the US. This deal expanded Siemens Healthineers’ cancer care portfolio and reinforced its position as a leader in healthcare technology.

Future Outlook

As we navigate through 2024, the European cross-border M&A landscape continues to be shaped by persistent geopolitical influences. Despite challenges, the market shows resilience and adaptation to the new normal. European M&A deal value reached €850 billion in 2023, a 5% increase from 2022, with cross-border transactions accounting for 45% of this value. This trend is expected to continue in 2024, forecasting a potential 7-10% growth in cross-border deal activity.

Several trends are shaping the future of cross-border M&A between Europe and the US:

1. Increased focus on technology and digital capabilities: European companies are likely to continue targeting US tech firms to enhance their digital transformation efforts and compete in the global digital economy.
2. ESG considerations: Environmental, Social, and Governance (ESG) factors are becoming increasingly important in M&A decisions. Companies are likely to pursue acquisitions that align with their sustainability goals and improve their ESG profiles.
3. Regulatory scrutiny: Both European and US regulators are expected to maintain close oversight of cross-border deals, particularly in sensitive sectors such as technology, healthcare, and critical infrastructure.
4. Sector convergence: As industries continue to evolve and overlap, cross-sector acquisitions are likely to increase, with companies seeking to diversify their offerings and enter new markets.
5. Remote due diligence and deal-making: The COVID-19 pandemic has accelerated the adoption of virtual tools for M&A processes, a trend that is likely to continue even as travel restrictions ease.

Potential Impact of Evolving Geopolitical Situations

The future of cross-border M&A between Europe and the US will be significantly influenced by evolving geopolitical situations:

1. US-China tensions: Ongoing tensions between the US and China may create opportunities for European companies to fill gaps in supply chains or technology partnerships that were previously dominated by Chinese firms.
2. Brexit aftermath: As the UK continues to adjust to its post-Brexit reality, there may be increased M&A activity between UK companies and US firms seeking to maintain or establish a presence in the European market.
3. Transatlantic relations: The strength of the US-EU relationship will play a crucial role in facilitating or hindering cross-border M&A. Improved diplomatic ties could lead to more favourable conditions for transatlantic deals.
4. Global economic recovery: The pace and nature of the post-pandemic economic recovery in different regions may create new opportunities or challenges for cross-border M&A.
5. Regulatory harmonization: Efforts to align regulatory frameworks between the US and EU, particularly in areas such as data protection and antitrust policies, could significantly impact the ease of executing cross-border deals.

While geopolitical tensions and regulatory challenges persist, the strategic move for European companies to expand their presence in the US market remains strong. As the global business landscape continues to evolve, cross-border M&A will likely remain a key strategy for companies seeking to enhance their competitive position and access new markets and technologies.

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References:

• Herbert Smith Freehills – Global M&A Report 2024: Ready for Take-Off – Geopolitics Shaping the Transactional Landscape. Available at:https://www.herbertsmithfreehills.com/insights/reports/global-ma-report-2024-ready-for-take-off/geopolitics-shaping-the-transactional-landscape
• Banca D’Italia – Governor’s Speech by Enrico Giovannini – Lectio Magistralis, April 23, 2024. Available at:https://www.bancaditalia.it/pubblicazioni/interventi-governatore/integov2024/en_Panetta_lectio_magistralis_23042024.pdf?language_id=1
• PwC UK – Total European IPO Issuance Fell by More Than a Third in 2023. Available at:https://www.pwc.co.uk/press-room/press-releases/research-commentary/2024/Total-european-ipo-issuance-fell-by-more-than-a-third-in-2023.html
• CEPR – European firms facing geopolitical risk: Evidence from recent Eurosystem surveys. Available at:https://cepr.org/voxeu/columns/european-firms-facing-geopolitical-risk-evidence-recent-eurosystem-surveys
• PwC – Global M&A Trends in EUR 2024: Mid-Year Outlook. Available at:https://www.pwc.com/id/en/pwc-publications/industries-publications/energy–utilities—mining-publications/global-m-a-trends-in-eur-2024-mid-year-outlook.html
• KPMG – Ukraine M&A Market Review. Available at:https://kpmg.com/xx/en/home/media/press-releases/2024/03/ukraine-m-and-a-market-review.html
• ECB – ECB Working Paper Series No. 1018: The geography of M&A Transactions in Europe. Available at:https://www.ecb.europa.eu/pub/pdf/scpwps/ecbwp1018.pdf
• White & Case – US M&A FY 2022: European M&A and the Mighty Dollar. Available at:https://www.whitecase.com/insight-our-thinking/us-ma-fy-2022-european-ma-mighty-dollar