Our M&A lawyers are among the most experienced and effective in the world. We represent many of the world's largest publicly traded and privately held companies, as well as leading private equity firms, hedge funds, financial advisors and other financial institutions and investors on their most important merger, acquisitions and takeover transactions.

M&A Year-End Roundup: 2012

M&A deal volume over the last three years has been surprisingly consistent across multiple sectors. The volume of sponsor-related transactions outside of the United States was an exception, spiking in 2011 before dipping below 2010 levels in 2012. We surmise that this may be due to the dependence of sponsor transactions on credit and the volatility in global credit markets over the last few years. (See Figure 1.)

The Oil & Gas, Healthcare, and Computers & Electronics sectors have consistently established themselves as leaders in deal volume, although the Real Estate/Property sector has seen significant gains since 2010. (See Figure 4.)

Over the past three years, crossborder transactions inbound to and outbound from the United States have consistently shown the greatest volume and number of deals with countries that have similar cultures and legal systems to the United States (e.g., the U.K. and Canada). However, Brazil remains a top target for U.S. investors, as it appears to be very receptive to foreign investment. (See Figure 3.)

U.S. public mergers have seen a small but steady increase in all cash transactions (with a concomitant decrease in the number of all stock deals). (See Figure 5.) We note the large decline from 2011 to 2012 in hostile and unsolicited offers as a percentage of U.S. public mergers, although we surmise that this is not necessarily indicative of a decrease in shareholder activism, but rather due to activists advocating M&A transactions at their targets but not undertaking hostile M&A activity themselves. We would expect that such activism will continue to increase in 2013. (See Figure 8.)

In 2011 and 2012, the percentage of mergers involving financial buyers that had go-shops stabilized around one-third, lower than the 48.8% of 2010. The high percentage in 2010 is likely a product of uncertain economic conditions, but the fact that one-third of U.S. public company mergers with a financial sponsor over the last two years involve a go-shop is an indicator that many financial sponsors successfully resist having their deals shopped prior to announcement and that board of directors are comfortable using go-shop provisions in carrying out their Revlon duties. (See Figure 9.)

» for more information, please read our M&A at a Glance: M&A Year-End Roundup

January 17, 2013

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