M&A ac­tiv­ity in SEE – im­prov­ing out­look

Top 100 See - - See Top Industries - By Stela Ivancheva, Raif­feisen­bank (Bulgaria) EAD, Ju­lian Gikov, Raif­feisen Bank In­ter­na­tional AG

2014 was a lim­ited suc­cess year for merg­ers and ac­qui­si­tions (M&A) in South­east Europe (SEE), but an anal­y­sis of deals al­ready an­nounced in 2015 in­di­cates an im­prov­ing out­look. In the past cou­ple of years, the M&A ac­tiv­ity in most SEE coun­tries suf­fered to dif­fer­ing de­grees from slower eco­nomic growth, the small size of the na­tional consumer mar­kets and po­lit­i­cal in­sta­bil­ity. Nev­er­the­less, lo­cal specifics rather than com­mon fea­tures tended to de­ter­mine the main driv­ers of M&A in each coun­try. Ro­ma­nia stands out as the undis­puted M&A leader in the re­gion based on sound eco­nomic per­for­mance and sec­tor ma­tu­rity which en­able it to at­tract more in­ter­est from in­ter­na­tional in­vestors. Fol­low­ing a year of in­sta­bil­ity, Bulgaria firmly re­turns on the radar of both strate­gic and fi­nan­cial for­eign play­ers. In­tra-SEE M&A car­ried out by lo­cal and re­gional play­ers in­creased in sig­nif­i­cance and was a fac­tor es­pe­cially in the Western Balkans. With around 7 bil­lion euro al­lo­cated for in­vest­ments in the Cen­tral and South­east Europe (CSEE) by pri­vate eq­uity firms, the re­gion is set to ben­e­fit from in­creas­ing fund rais­ing.

BULGARIA

De­spite the healthy level of M&A ac­tiv­ity, there was a de­cline in deals in Bulgaria in 2014 com­pared to 2012 and 2013. The to­tal value of M&A has been gen­er­ally lim­ited in the past sev­eral years ex­cept for sin­gle deals ac­count­ing for most of the value in each year. The in­fe­rior per­for­mance in 2014 could at least partly be at­trib­uted to the po­lit­i­cal un­cer­tainty as early gen­eral elec­tions were held in two con­sec­u­tive years, as well as to the un­der­mined con­fi­dence in the coun­try's fi­nan­cial and banking sys­tem fol­low­ing the close-down of Cor­po­rate Com­mer­cial Bank (Corp­bank). These fac­tors ex­ac­er­bated the ef­fects of slow eco­nomic re­cov­ery and un­re­formed sec­tors of the econ­omy, such as en­ergy, caus­ing struc­tural ten­sion.

The list of ma­jor M&A deals in Bulgaria prior to 2015 in­cluded the 290 mil­lion euro ac­qui­si­tion of cig­a­rette pro­ducer Bul­gar­tabac by Livero Es­tab­lish­ments (in 2014), the sale by Ro­hatyn of a mi­nor­ity stake sale in Hu­vepharma for 255 mil­lion euro (in 2014), the 207 mil­lion euro ac­qui­si­tion of soft­ware de­vel­oper Telerik by Progress Soft­ware Cor­po­ra­tion (in 2014), the sale of Credit Agri­cole Bulgaria to Corp­bank (in 2014), Aus­trian Post's ac­qui­si­tion of M&BM Ex­press (in 2014), the deal un­der which Euroins In­sur­ance Group bought the Bul­gar­ian op­er­a­tions of Ger­many's Talanx In­ter­na­tional (in 2014), and the ac­qui­si­tion of 20.3% in Neochim by Aus­trian chem­i­cals group Bo­re­alis and Bahrain based First En­ergy Bank (in 2014).

A key M&A trend in in Bulgaria over the past sev­eral years has been the exit of in­ter­na­tional strate­gic in­vestors, as their place has been taken up by lo­cal play­ers. Ex­am­ples here in­clude food re­tailer Del­haize, do-ity­our­self (DIY) re­tail­ers bauMax and Prak­tiker,

Bay­erische Lan­des­bank, ho­tels Kempin­ski and Hil­ton in Sofia, metal trader Kloeck­ner, me­dia group Sanoma, and re­new­able en­ergy com­pa­nies Bosch and Ver­bund. In ad­di­tion to suc­cess­ful dis­pos­als, a num­ber of de­sired ex­its did not take place due to a wide val­u­a­tion gap or lack of suf­fi­cient buy-side in­ter­est. The elec­tric­ity sec­tor for one, the re­new­able en­ergy sec­tor in par­tic­u­lar, was very af­fected as po­lit­i­cal pres­sure re­sulted in at­tempted reg­u­la­tory changes aim­ing to re­voke pref­er­en­tial terms and hence sharply in­creased the per­cep­tion of reg­u­la­tory risk. These events trig­gered sig­nif­i­cant M&A ac­tiv­ity on the se­condary mar­ket towards de­sired ex­its but only a few deals – Ke­lag's buy out from Raif­feisen En­ergy and LukErg Re­new's pur­chase of Vesta's wind as­sets – were wrapped up.

Not­with­stand­ing Bulgaria's un­sat­is­fac­tory M&A per­for­mance in the pre­ced­ing cou­ple of years, 2015 seems to bring a re­newal of deal ac­tiv­ity. Sev­eral large deals have been an­nounced since the be­gin­ning of the year: the 195 mil­lion euro ac­qui­si­tion of tiles pro­ducer KAI Group by U.S.- based Mo­hawk In­dus­tries, the 140 mil­lion euro ac­qui­si­tion of fixed tele­com ser­vices provider Bl­i­zoo by Telekom Aus­tria's lo­cal sub­sidiary Mo­bil­tel, and the ac­qui­si­tion of 50% of poul­try pro­ducer Ameta by Ger­man Paul Wesjo­hann&Co. Fur­ther­more, a grow­ing list of small deals speak of re­newed in­ter­est on the part of in­ter­na­tional strate­gic play­ers in var­i­ous in­dus­trial and con­sumeror­i­ented pro­duc­tion and trade seg­ments, along with in­creased ac­tiv­ity among lo­cal play­ers.

An­other en­cour­ag­ing sign is that the scope of in­dus­tries tra­di­tion­ally driv­ing M&A in Bulgaria, such as fi­nan­cial ser­vices, telecom­mu­ni­ca­tions and consumer goods, is in­creas­ing. New sec­tors gain­ing pace for M&A ac­tiv­ity are in the first place tech­nol­ogy, fol­lowed by health­care and agri­cul­ture. Tech­nol­ogy, par­tic­u­larly IT and busi­ness process out­sourc­ing, has grown ex­cep­tion­ally well in Bulgaria dur­ing the past sev­eral years and has at­tracted sig­nif­i­cant lev­els of green­field in­vest­ment from many in­ter­na­tional play­ers. Now the sec­tor seems to have reached the point at which it also be­comes a driver for M&A. The IT sub­seg­ment al­ready gen­er­ated the largest deal in Bulgaria for 2014, the above­men­tioned 207 mil­lion euro deal for Telerik, and re­cently saw a sec­ond large deal in less than one year – the ac­qui­si­tion of the soft­ware de­vel­oper Fa­data by a con­sor­tium be­tween River­side and the U.K.- based Charles Taylor. At the same time, sig­nif­i­cant deals took place even ear­lier in the busi­ness process out­sourc­ing sub­seg­ment, namely the ac­qui­si­tion of Cal­lPoint New Europe by Telus In­ter­na­tional in 2012 and of Sofica Group by TeleTech at the be­gin­ning of 2014. Ac­tiv­ity in the tech­nol­ogy sec­tor con­tin­ues with the re­cently an­nounced ac­qui­si­tion of lo­cal dig­i­tal mar­ket­ing agency Ilyan.com by Opera Group, the ac­qui­si­tion of U.K.- based e-com­merce plat­form eCom­mera with sig­nif­i­cant op­er­a­tions in Bulgaria by mar­ket­ing and com­mu­ni­ca­tions group Dentsu Aegis Net­work in June 2015, the ac­qui­si­tion of TelecityGroup Sofia by U.S.- based Equinox in June 2015, the ac­qui­si­tion of web por­tal Dir.bg by lo­cal Logo-Com­pany in De­cem­ber 2014, and the ac­qui­si­tion of 50% of price com­par­i­son web­site ka­belna. com by French Selec­tra, also in De­cem­ber 2014. The large num­ber of small to mid-size independent play­ers pop­u­lat­ing a di­ver­si­fied range of niches in the tech­nol­ogy sec­tor in Bulgaria on the one hand, and the con­tin­u­ing strong growth of the sec­tor and in­ter­est in it from in­ter­na­tional play­ers on the other, give grounds for con­fi­dence that it will in­creas­ingly be a sig­nif­i­cant fac­tor for M&A in Bulgaria go­ing for­ward.

An­other new mem­ber of the Bul­gar­ian M&A club is health­care where 2015 is see­ing the be­gin­ning of con­sol­i­da­tion by lo­cal play­ers. In the pa­tient care sub­seg­ment, ac­qui­si­tions of Bur­gasmed hos­pi­tal and clinic by the group af­fil­i­ated to Sofi­amed hos­pi­tal and of Car­dio Cen­ter Pon­tica by City Hos­pi­tals and Clin­ics

New sec­tors gain­ing pace for M&A ac­tiv­ity in Bulgaria are IT, health­care and agri­cul­ture.

were both an­nounced in May 2015. In the phar­ma­ceu­ti­cal sub­seg­ment, lo­cal gener­ics leader Sopharma group ac­quired con­trol through the stock ex­change of pro­duc­ers Rosa-Sev­topo­lis (2014) and Med­ica (May 2015) and is ru­moured to be seek­ing ac­qui­si­tions in phar­ma­ceu­ti­cal re­tail. The owner of an­other large lo­cal player, vet­eri­nary phar­ma­ceu­ti­cals pro­ducer Hu­vepharma, bought back the stake held by its fi­nan­cial part­ner in 2014 while the com­pany it­self has been ac­tive as ac­quirer abroad. Given the present frag­men­ta­tion in the seg­ment, these few deals could be just the on­set of a se­ries of M&As.

M&A ac­tiv­ity in the agri­cul­tural seg­ment in­creased in the past cou­ple of years due to land­stock ac­cu­mu­la­tion. It is driven by the an­tic­i­pated ap­pre­ci­a­tion of agri­cul­tural land as a re­sult of the EU-spon­sored growth of Bul­gar­ian agri­cul­ture and farm­ing. The ac­tiv­ity is dom­i­nated by lo­cal play­ers. At the same time, there have been no sig­nif­i­cant M&As in­volv­ing farm­ing en­ter­prises. Ex­cept for wheat grow­ing, agri­cul­tural pro­duc­ers in Bulgaria are still ex­tremely frag­mented in­di­cat­ing po­ten­tial for M&As in the fu­ture. Fur­ther to the sec­tors dis­cussed above, ex­pected driv­ers of M&A ac­tiv­ity in the short term in­clude the dis­in­te­gra­tion of the busi­ness groups af­fil­i­ated to Corp­bank, the re­struc­tur­ing of Greek banks, and to some ex­tent pri­vati­sa­tion. It is ex­pected that the Bul­gar­ian op­er­a­tions of Greeks banks will be sold as part of the re­struc­tur­ing of their par­ents. The first step in this process is the an­nounced merger of Al­pha Bank in Bulgaria into Post­bank, Eurobank EFG's Bul­gar­ian sub­sidiary. At the same time, the govern­ment has in­di­cated in­ten­tion to pri­va­tise cer­tain sta­te­owned as­sets, in­clud­ing freight rail­way trans­port com­pany BDZ Cargo, fol­low­ing re­struc­tur­ing, the Bul­gar­ian Stock Ex­change and the Cen­tral De­pos­i­tory, and some 30 smaller en­ter­prises. These pub­lic sec­tor op­por­tu­ni­ties are com­ple­mented by cer­tain pend­ing con­ces­sions. It should be noted, how­ever, that at­tract­ing in­vestor in­ter­est for many of the en­ter­prises on the sale list may prove a chal­lenge given their cur­rent per­for­mance or, in some cases, the cho­sen pri­vati­sa­tion method.

Re­cent de­vel­op­ments on the Bul­gar­ian M&A mar­ket seem to in­di­cate two gen­eral trends: a cau­tious re­turn of in­ter­na­tional in­vestors, and an in­creas­ing sig­nif­i­cance of lo­cal play­ers. De­spite the slow eco­nomic growth in the past sev­eral years, cer­tain sec­tors of the econ­omy have done well and in­vestors are al­ready ap­pre­ci­at­ing it. The ac­cel­er­a­tion of GDP growth in 2015 could be ex­pected to have a fur­ther pos­i­tive im­pact on the M&A ac­tiv­ity, al­though the small scale of the Bul­gar­ian mar­ket lim­its the at­trac­tive­ness of lo­cal busi­ness.

CROA­TIA

M&A ac­tiv­ity in Croa­tia de­clined in 2012-2014 but there are in­di­ca­tions of re­cov­ery in 2015 as the num­ber of deals an­nounced in the first seven months of the year ap­proaches the to­tal num­ber for each of the pre­vi­ous three years. M&As in the coun­try are pri­mar­ily driven by the pri­vate sec­tor, with lo­cal in­vestors play­ing a sig­nif­i­cant role.

Key sec­tors driv­ing pri­vate sec­tor M&A are tra­di­tion­ally tourism and hos­pi­tal­ity, food and consumer goods, and fi­nan­cial ser­vices. The list of re­cent deals in­cludes sev­eral ac­qui­si­tions of tourism and ho­tel op­er­a­tors, in­clud­ing Is­tra­tur­ist Umag, Adri­at­ica.net and Hil­ton Im­pe­rial Ho­tel, mainly by lo­cal play­ers, as well as the ac­qui­si­tion of ce­ment pro­ducer Ce­mex's op­er­a­tions in Croa­tia (with as­sets also in Bos­nia, Mon­tene­gro and Ser­bia) by the Hun­gar­ian sub­sidiary of Hei­del­berg Ce­ment Duna-Drava Ce­ment, the ac­qui­si­tion of phar­ma­ceu­ti­cal pro­ducer Gen­era by Dechra Phar­ma­ceu­ti­cals, the ac­qui­si­tion of UniCredit Leas­ing Croa­tia and Lo­cat Croa­tia by Za­gre­backa banka, and, no­tably, the 550 mil­lion euro ac­qui­si­tion by Bri­tish-Amer­i­can To­bacco of TDR, and its ver­ti­cally aligned af­fil­i­ates along with re­tail chains iNovine and Opresa, from Adris Grupa. Lo­cal play­ers have a sig­nif­i­cant im­pact on the M&A mar­ket in Croa­tia, in par­tic­u­lar the di­ver­si­fied busi­ness groups Agrokor and Adris Grupa which are ac­tive as both buy­ers and sell­ers. Al­though the govern­ment en­acted leg­isla­tive changes in 2013 to fa­cil­i­tate pri­vati­sa­tion, so far it has had lim­ited suc­cess. The at­tempted pri­va­ti­za­tions of Hr­vatska Postan­ska Banka, Croa­tia Air­lines, rail freight car­rier HZ Cargo, ship­ping com­pany Jadroplov and cer­tain state owned ho­tels and re­sorts failed to at­tract in­vestor in­ter­est due to their fi­nan­cial con­di­tion and the ag­gres­sive terms sought by the Croa­t­ian govern­ment, while the out­come of the sale process for fer­tiliser pro­ducer Petrokemija is still un­cer­tain. Fur­ther­more, no progress was made in re­la­tion to the an­nounced pri­vati­sa­tion of a num­ber of other com­pa­nies in­clud­ing sea and river ports and Hr­vatska Lutrija. Re­cent suc­cess­ful deals in­clude the pri­vati­sa­tion of in­surer Croa­tia Osig­u­ranje and the con­ces­sion deal for the Za­greb Air­port. The planned IPO of 25% in­ter­est in the na­tional elec­tric­ity com­pany Hr­vatska elek­tro­privreda (HEP) too is ex­pected to at­tract sig­nif­i­cant in­ter­est. State-owned eq­uity in food pro­ducer Po­dravka, elec­tri­cal equip­ment pro­ducer Kon­car, ma­rina op­er­a­tor Adri­atic Croa­tia In­ter­na­tional Club (ACI) and postal car­rier Hr­vatska Posta could raise sig­nif­i­cant in­ter­est among in­ter­na­tional in­Group

Emerg­ing M&A growth ob­served so far in 2015 will be sup­ported by the re­sumed GDP growth

vestors but are not in­cluded in the govern­ment's pri­vati­sa­tion plans for the fore­see­able fu­ture.

Go­ing for­ward, it could be ex­pected that the emerg­ing M&A growth ob­served so far in 2015 will be sup­ported by the re­sumed GDP growth af­ter the econ­omy reached a turn­ing point in 2014. Croa­tia's ac­ces­sion to the EU in the mid­dle of 2013 will also have a pos­i­tive im­pact by in­creas­ing in­vestor con­fi­dence and pro­vid­ing ac­cess to EU fund­ing, ex­pected to ben­e­fit in par­tic­u­lar sec­tors such as con­struc­tion. The on­go­ing con­sol­i­da­tion and pri­vati­sa­tion in the tourism and hos­pi­tal­ity sec­tor are an­other driver of M&A ac­tiv­ity. At the same time, pri­vati­sa­tion in other sec­tors does not seem likely to play a sig­nif­i­cant role for M&As in the near term.

RO­MA­NIA

Ro­ma­nia is by far the leader in M&A ac­tiv­ity in SEE, ac­count­ing for more than one third of the num­ber of deals in the re­gion. M&A lev­els in 2013 and 2014 marked a sig­nif­i­cant in­crease com­pared to the pre­ced­ing years. M&As are tak­ing place in many sec­tors of the econ­omy - fi­nan­cial ser­vices, real estate, trans­porta­tion and consumer goods be­ing among the main driv­ers. IT and agri­cul­ture too saw some land­mark deals in­di­cat­ing the po­ten­tial of these seg­ments for the fu­ture.

Deals in the banking and in­sur­ance sec­tors rep­re­sent the ma­jor part of re­cent M&A ac­tiv­ity, in­clud­ing the ac­qui­si­tion of Volks­bank Ro­ma­nia by Banca Tran­sil­va­nia (in 2014), the ac­qui­si­tion of Mil­le­nium Bank Ro­ma­nia by OTP Bank Ro­ma­nia (in 2014), the ac­qui­si­tion of both the re­tail and the cor­po­rate busi­ness di­vi­sions of RBS by UniCredit Tiriac Bank (in 2013-2014), the ac­qui­si­tion of the re­tail divi­sion of Citibank Ro­ma­nia by Raif­feisen Bank (in 2013), the ac­qui­si­tion of MKB Nex­te­bank by Axxess Cap­i­tal (in 2013), and the ac­qui­si­tion of EURECO's life and pen­sion op­er­a­tions by Ae­gon (in 2013). Fur­ther­more, ac­cord­ing to pub­lic an­nounce­ments, deals in­volv­ing Banca Carpat­ica and Cyprus Pop­u­lar Bank owned Marfin Bank are ex­pected to take place shortly. The sec­tor is likely to con­tinue to gen­er­ate M&As, driven by dis­pos­als of the lo­cal op­er­a­tions of, on the one hand, Greek banks in the con­text of the up­com­ing re­struc­tur­ing of the Greek banking sys­tem, and on the other, cer­tain in­ter­na­tional banks such as Credit Agri­cole and In­tesa Saopaolo as part of their strat­egy to exit mar­kets where they have been un­able to achieve a cer­tain scale. How­ever, deals in­volv­ing Greek banks may be de­layed by re­or­gan­i­sa­tion and merg­ers that need to take place be­fore­hand.

An­other sec­tor which ac­counted for a sig­nif­i­cant part of the re­cent M&A ac­tiv­ity is trans­porta­tion and re­lated ser­vices, with the ac­qui­si­tion of United Ship­ping Agency by Chi­nese-owned Nidera in 2014, and the ac­qui­si­tion of North Star Ship­ping and Min­metal by U.S.- based Archer Daniels Mid­land Com­pany (ADM) an­nounced in May 2015. The sec­tor is likely to at­tract fur­ther deals; in­ter­modal trans­port in par­tic­u­lar has been named as one of the ar­eas of in­ter­est of Chi­nese in­vestors, and in­fra­struc­ture is one of the pri­or­i­ties of the Chi­nese CEE In­vest­ment Cor­po­ra­tion which has set aside $500 mil­lion for in­vest­ment in 16 coun­tries in Cen­tral and Eastern Europe in­clud­ing Ro­ma­nia in the next twothree years and is in the process of in­creas­ing the com­mit­ted funds.

The real estate sec­tor saw two of the largest re­cent deals in Ro­ma­nia: the 148 mil­lion euro ac­qui­si­tion of Flore­asca City Cen­ter, owner of Prom­e­nada Mall in Bucharest, by New Europe Prop­erty In­vest­ments (NEPI), and the 95 mil­lion euro ac­qui­si­tion of a 35% in­ter­est in ho­tel op­er­a­tor So­ci­etatea Com­pani­ilor Hote­liere Grand by Stra­bag, both in 2014. M&As in the sec­tor con­tinue in 2015, dom­i­nated by sev­eral in­vestors, the most im­por­tant be­ing the South-African in­vest­ment fund NEPI, Glob­al­worth con­trolled by Greek busi­ness­man Ioan­nis Pa­palekas, Cyprus-reg­is­tered Se­cure Prop­erty In­vest­ment & Devel­op­ment (CPDI), and Czech real estate de­vel­oper CTP. Re­cent trans­ac­tions rep­re­sent con­sol­i­da­tion in the sec­tor by these play­ers chal­leng­ing the po­si­tion of the in­cum­bent main play­ers CA Immo and Im­mo­fi­nanz. The on­go­ing dis­posal by banks of large port­fo­lios of non-per­form­ing loans, many of which used to fi­nance real estate projects, is a fac­tor fur­ther sup­port­ing M&As in real estate as it brings op­por­tu­ni­ties for bar­gain deals in the sec­tor. A ma­jor an­tic­i­pated deal is Im­mo­fi­nanz's in­tended sale of Euro­pean lo­gis­tics sites three of which are lo­cated in Ro­ma­nia.

Other re­cent big deals in Ro­ma­nia in­clude the 100 mil­lion euro ac­qui­si­tion of the sec­ond largest med­i­cal ser­vices op­er­a­tor in Ro­ma­nia, Regina Maria, by Mid Europa Part­ners in Au­gust 2015, the ac­qui­si­tion of sup­pli­ers of goods and ser­vices for agri­cul­ture Com­fert and Re­doxim by Ir­ish Ori­gin En­ter­pises in July 2015, the ac­qui­si­tion of tis­sue pa­per pro­ducer Pe­hart Tec by Abris Cap­i­tal Part­ners in May 2015, the ac­qui­si­tion of min­eral wa­ter bot­tler Rio Bu­cov­ina by Pol­ish soft drinks com­pany Maspex Wadovice in Au­gust 2015, the ac­qui­si­tion of 42 ser­vice sta­tions by MOL from ENI in Fe­bru­ary 2015, the ac­qui­si­tion of gas dis­tri­bu­tion com­pany Congaz by GDF Suez En­ergy Ro­ma­nia in 2014, the ac­qui­si­tion of the Ro­ma­nian op­er­a­tions of DIY chain bauMax by Leroy Mer­lin in 2014, and the ac­qui­si­tion of metal prod­ucts man­u­fac­turer Crom­steel In­dus-

Pri­vati­sa­tion will not be a sig­nif­i­cant con­trib­u­tor to M&A ac­tiv­ity in Ro­ma­nia in the near fu­ture

tries by ASO Siderur­gica in 2014. In ad­di­tion, a num­ber of smaller deals were an­nunced in var­i­ous sec­tors in­volv­ing both in­ter­na­tional and lo­cal ac­quir­ers. Pri­vate eq­uity firms re­tain their in­ter­est in Ro­ma­nia, with Mid Europa Part­ners, Car­lyle Group, Mon­tagu, PPF In­vest­ments, Abris Cap­i­tal and Axxess Cap­i­tal mak­ing new in­vest­ments in the coun­try in the past few years.

In ad­di­tion to the ma­ture eco­nomic sec­tors which ac­count for the ma­jor part of M&As in Ro­ma­nia, new sec­tors with the po­ten­tial to gen­er­ate M&A growth are emerg­ing. One such sec­tor is tech­nol­ogy. A high pro­file, large ticket deal which took place in 2014 was the $500 mil­lion ac­qui­si­tion by Face­book of mon­e­ti­za­tion plat­form LiveRail, a com­pany co-founded by two Ro­ma­nian and one Bri­tish in­di­vid­u­als and hav­ing a devel­op­ment of­fice in the town of Cluj-Napoca in Ro­ma­nia. The deal sig­ni­fies the suc­cess of the tech­nol­ogy sec­tor in the coun­try in gen­eral – one of the fastest grow­ing sec­tors as the coun­try is now con­sid­ered among the most at­trac­tive global des­ti­na­tions for IT and busi­ness process out­sourc­ing. Al­though green­field in­vest­ment by large in­ter­na­tional play­ers tends to be the pre­ferred method of tap­ping the favourable con­di­tions for tech­nol­ogy busi­ness in Ro­ma­nia, sev­eral lo­cal soft­ware de­vel­op­ers and e-com­merce com­pa­nies have reached a scale that could at­tract the in­ter­est of in­ter­na­tional in­vestors. Such com­pa­nies in­clude Bit­de­fender, Siveco, To­talSoft, Ger­sim, Mo­bile Dis­tri­bu­tion, F64 Stu­dio and PC Garage. An­other sec­tor which holds prom­ise for M&A growth in the fu­ture is agri­cul­ture. The sec­tor has be­come in­creas­ingly at­trac­tive due to low costs and good qual­ity of agri­cul­tural land. Large in­ter­na­tional play­ers have al­ready en­tered land own­er­ship and farm­ing in Ro­ma­nia, in­clud­ing fi­nan­cial giants As­si­cu­razioni Gen­er­ali and Rabobank, Ger­man in­vest­ment funds Ger­mana­grar and Agrar­ius, Dan­ish In­gelby and FirstFarms, Dutch DN Agrar, and Le­banese Maria Group. The in­vest­ment fund In­sights In­vest­ments through its ve­hi­cle Alisa Farm­ing, the in­vest­ment fund Spear­head In­ter­na­tional, as well as the multi­na­tional group Mar­tifer, are in the top 10 of landown­ers in Ro­ma­nia with land­stock of 14,000 to 25,000 ha. Nev­er­the­less, there are also large lo­cal agri­cul­tural play­ers such as In­ter­a­gro, Grup Ra­cova, Com­ce­real Dolj and Agri­cost. Fur­ther­more, al­though it is still dom­i­nated by small and medium play­ers, the an­i­mal farm­ing sub­seg­ment of the agri­cul­tural sec­tor al­ready has some lo­cal play­ers of its own which have reached an at­trac­tive size, in­clud­ing Transavia, Agri­cola and Kosarom. Ap­par­ently there are both in­ter­est and room for fur­ther con­sol­i­da­tion in the sec­tor which set the stage for fu­ture M&A.

Pri­vati­sa­tion will not be a sig­nif­i­cant con­trib­u­tor to M&A ac­tiv­ity in Ro­ma­nia in the near fu­ture. Ex­clud­ing the pri­vati­sa­tion of mi­nor­ity in­ter­ests through the stock ex­change, the main pend­ing pri­vati­sa­tions are lim­ited to the sale of postal op­er­a­tor Posta Ro­ma­nia where a deal is be­ing ne­go­ti­ated with the sin­gle bid­der, Bel­gian Bpost, and that of the na­tional freight rail­way trans­port com­pany CFR Marfa, for which the govern­ment de­cided to change the strat­egy to list­ing on the stock ex­change in 2016 af­ter a failed deal with Grup Feroviar Ro­man in 2013. Ex­cept for chem­i­cal pro­ducer Oltchim which will po­ten­tially be up for sale in three years af­ter car­ry­ing out a re­struc­tur­ing plan, at present there are no other sig­nif­i­cant pri­vati­sa­tion tar­gets. The ex­cel­lent eco­nomic per­for­mance of Ro­ma­nia in the re­cent years, with real GDP growth of around 3% in each of 2013 and 2014 and ex­pec­ta­tions for around 4% GDP growth in 2015, and the larger scale of its mar­ket com­pared to the rel­a­tively frag­mented mar­kets of its neigh­bours, seem to make it a good place for M&A in the fore­see­able fu­ture. Sus­tained in­ter­est on the part of fi­nan­cial spon­sors con­veys con­fi­dence that do­ing busi­ness in the coun­try can gen­er­ate good re­turns for in­vestors. The strength of Ro­ma­nia's M&A mar­ket is un­der­pinned by the fact that deals are gen­er­ated by many sec­tors across the econ­omy, with new sec­tors emerg­ing as fur­ther M&A driv­ers. Non-re­liance on pri­vati­sa­tion which is an un­sus­tain­able and prob­lem-rid­den source of M&A ren­ders a fur­ther ad­van­tage. Over­all, there are sound rea­sons to ex­pect that Ro­ma­nia will con­tinue to be the M&A leader in SEE in the short to medium term.

SER­BIA

M&A ac­tiv­ity in Ser­bia was at rel­a­tively low lev­els dur­ing the past five years com­pared to its neigh­bours, ex­cept for cer­tain large deals which dom­i­nated the M&A land­scape – the 575 mil­lion euro ac­qui­si­tion of Danube Foods Group by Mid Europa Part­ners in Fe­bru­ary 2015, the 1 bil­lion euro ac­qui­si­tion of Ser­bia Broad­band by KKR from Mid Europa Part­ners in 2013, and the 950 mil­lion euro ac­qui­si­tion of re­tailer Delta Maxi by Del­haize Group in 2011.

In ad­di­tion to these land­mark deals in the food and bev­er­age and telecom­mu­ni­ca­tion sec­tors, smaller deals, in­clud­ing cer­tain ad­don ac­qui­si­tions by Ser­bia Broad­band, took place. An­other sec­tor which con­trib­uted to M&A ac­tiv­ity in the coun­try was fi­nan­cial ser­vices, with ac­qui­si­tion of the Ser­bian op­er­a­tions of Ital­ian Fin­do­mes­tic Banka by OTP (in 2015), the ac­qui­si­tion of the SEE net­work of Hypo Group Alpe Adria by Ad­vent In­ter­na­tional and the Euro­pean Bank for Re­con­struc­tion and Devel­op­ment (EBRD) (in 2015), the ac­qui­si­tion of mi­nor­ity in­ter­ests in in­sur­ance group Delta Gen­er­ali Osig­u­ranje by Gen­er­ali (in 2014), the ac­qui­si­tion of AIK Banka by lo­cal MK Group (in 2014), and the ac­qui­si­tion of KBC Banka by Te­lenor (in 2013).

Pri­vati­sa­tion has so far had lit­tle im­pact on M&A ac­tiv­ity in Ser­bia. The list of suc­cess­ful re­cent pri­vati­sa­tions is lim­ited to the sale of Ca­can­ska Banka to Turkey's Halk­bank in Jan­uary 2015, the sale of 49% of the shares in flag car­rier JAT Air­ways to UAE-based Eti­had Air­ways in Au­gust 2013, and the sale of win­ery

Vr­sacki Vino­gradi to a Chi­nese con­sor­tium in July 2013. An at­tempt to pri­va­tise steel maker Zelezara Smed­erevo failed in Fe­bru­ary 2015 af­ter sale talks with U.S.- based steel and in­dus­trial group Es­mark for an 80% stake failed.

The pri­vati­sa­tion of Ser­bia's large sta­te­owned sec­tor is recog­nised as a strate­gic pri­or­ity for the coun­try. As part of broad eco­nomic re­forms, the govern­ment has adopted an am­bi­tious pri­vati­sa­tion pro­gramme en­com­pass­ing more than 500 en­ter­prises and em­ploy­ing a va­ri­ety of pri­vati­sa­tion meth­ods. Spe­cial pro­tec­tion from debt en­force­ment has been granted to 17 en­ter­prises to en­sure their suc­cess­ful re­struc­tur­ing in view of pri­vati­sa­tion, in­clud­ing phar­ma­ceu­ti­cal pro­ducer Galenika, pub­lisher Poli­tika, trucks pro­ducer FAP, agri­cul­tural com­pany Poljoprivredna Kor­po­racija Beograd, re­fin­ery HIP Petro­hemija, non-fer­rous met­als pro­ducer RTB Bor, tex­tiles pro­ducer Yumco, tires pro­ducer Trayal, bus pro­ducer Ikar­bus, lubri­cants pro­ducer FAM, coal mine Re­sav­ica, ca­ble pro­ducer Kablovi Jago­d­ina, and in­dus­trial equip­ment pro­ducer Prva Pe­to­letka. To sup­port the re­form of state con­trolled busi­ness, the World Bank pro­vided a 100 mil­lion euro loan to Ser­bia in March 2015.

Presently, the pri­vati­sa­tion deal to have reached the most ad­vanced stage is the sale of Ser­bia's crown jewel, Telekom Sr­bija. The process launched in June 2015 has re­sulted in the sub­mis­sion of eight non-bind­ing bids. Ru­mored bid­ders in­clude Telekom Aus­tria, Deutsche Telekom, MTS, Telekom Slovenje as well as fi­nan­cial in­vestors Ad­vent In­ter­na­tional, Apollo Global Man­age­ment, Mid Europa Part­ners and Col­beck. This is the sec­ond at­tempt at the pri­vati­sa­tion of Telekom Sr­bija af­ter the govern­ment turned down the sole bind­ing bid re­ceived from Telekom Aus­tria as part of a ten­der process in 2011 to which fi­nan­cial in­vestors were not ad­mit­ted.

Other state-owned en­ter­prises for which pri­va­ti­za­tion pro­ce­dures are to start shortly in­clude the Bel­grade Air­port, in­surer Du­nav Osig­u­ranje, and glass pro­ducer In­dus­trija Stakla Pancevo. Ser­bia's largest bank Komer­ci­jalna banka, con­sid­ered a very at­trac­tive as­set, is also on the pri­vati­sa­tion agenda as the govern­ment re­cently ap­pointed a fi­nan­cial ad­vi­sor for its sale and the process is ex­pected to start by the end of the year.

In ad­di­tion the state plans to put up for sale a mi­nor­ity stake in the na­tional elec­tric­ity com­pany Elek­tro­privreda Sr­bije (EPS). As part of a standby agree­ment with IMF con­cluded ear­lier this year, the govern­ment has com­mit­ted to re­or­gan­ise EPS, with the spin-off of the power sup­ply and power dis­tri­bu­tion op­er­a­tions as the first step al­ready com­pleted in July. Fol­low­ing that, a 20% in­ter­est in the com­pany must be put up for sale by the end of 2016. The EBRD is con­sid­er­ing pro­vid­ing a loan of up to 200 mil­lion euro loan to sup­port the com­pany's re­struc­tur­ing.

One of the rea­sons for the low level of M&As in Ser­bia so far is that the coun­try has been slow to emerge from the long re­ces­sion while growth con­tin­ues to be de­pressed due to pub­lic spend­ing cuts. The be­gin­ning of eco­nomic re­cov­ery is still due as close to zero growth is ex­pected for 2015. At the same time, the sign­ing of a 1.2 bil­lion euro standby agree­ment with IMF in Fe­bru­ary 2015 and the govern­ment's ac­com­pa­ny­ing com­mit­ment to re­forms has sent a strong sig­nal that the coun­try is on the right track and can be­come at­trac­tive for in­vestors in the near fu­ture. In the pri­vate sec­tor, food and re­tail are ex­pected to con­tinue to drive M&A, joined by tech­nol­ogy and soft­ware devel­op­ment which are in­creas­ingly at­trac­tive. Sev­eral pri­vati­sa­tion tar­gets hold sig­nif­i­cant prom­ise and are ex­pected to fur­ther boost M&A; how­ever, the sale of the ma­jor­ity of state-owned en­ter­prises in­cluded in the govern­ment's pri­vati­sa­tion plan present con­sid­er­able chal­lenge as their fi­nan­cial turn­around may prove un­fea­si­ble.

SLOVE­NIA

Slove­nia had fairly sta­ble lev­els of M&A ac­tiv­ity dur­ing the 2011-2014 pe­riod but signs of ac­cel­er­a­tion can be seen since the num­ber of deals an­nounced in the first seven months of 2015 is com­pa­ra­ble to that for the full 2014. Pri­vati­sa­tion and banking sec­tor re­struc­tur­ing are the key driv­ers of M&A in Slove­nia at present, while the pri­vate sec­tor is gen­er­at­ing an in­creas­ing num­ber of smaller deals.

Slove­nia still has a rel­a­tively large sta­te­owned sec­tor, de­spite the suc­cess­ful re­cent pri­vati­sa­tion of, among other, the sec­ond largest Slove­nian bank NKBM, Aero­drom Ljubl­jana, coat­ings pro­ducer He­lios Domzale, au­to­mo­tive parts pro­ducer Letrika, med­i­cal lasers pro­ducer Fo­tona, brew­ery Pivo­varna Lasko, food pro­ducer Zito and ski equip­ment man­u­fac­turer Elan. In April 2015 the govern­ment pro­posed a strat­egy en­vis­ag­ing the pri­va­ti­za­tion of a fur­ther 80 en­ter­prises. How­ever, it plans to re­tain sig­nif­i­cant in­flu­ence (25% + 1 of the shares) in 23 of these which are deemed as “im­por­tant”, in­clud­ing en­ergy com­pany Petrol, gas sup­plier Geo­plin, house­hold ap­pli­ances maker Gorenje, hold­ing com­pany Sava, steel group SIJ, gam­ing com­pany Hit, na­tional lot­tery com­pany Lo­ter­ija Slovenije, petro­chem­i­cal com­pany Nafta Len­dava and rein­surer Pozavaroval­nica Sava. The re­main­ing 57 state-owned in­ter­ests for which the strat­egy en­vis­ages com­plete dis­posal in­clude the Cen­tral Se­cu­ri­ties Clear­ing Cor­po­ra­tion (KDD), poul­try com­pany Perut­nina Ptuj, footwear man­u­fac­turer Peko, dairy Po­murske mlekarne and lo­gis­tics com-

In the pri­vate sec­tor, food and re­tail are ex­pected to con­tinue to drive M&A, joined by tech­nol­ogy

pany In­tereu­ropa. At the same time, the state will re­tain its in­ter­est in cer­tain en­ter­prises de­fined as “strate­gic” by the pri­vati­sa­tion strat­egy, in­clud­ing the main elec­tric­ity play­ers and op­er­a­tors of trans­ports and lo­gis­tics in­fra­struc­ture as well as postal op­er­a­tor Posta Slovenije, Pen­sion Fund Man­age­ment (KAD), in­sur­ers Zavaroval­nica Triglav and Mo­dra Zavaroval­nica, Ex­port and Devel­op­ment Bank (SID), alu­minum pro­ducer Talum, and phar­ma­ceu­ti­cal pro­ducer Krka.

As part of the pri­vati­sa­tion pro­cesses in progress the Slove­nian state has re­cently re­ceived bind­ing bids for Adria Air­ways Tehnika and hy­giene and tis­sue pa­per pro­ducer Paloma. The planned pri­vati­sa­tions in­clude na­tional air car­rier Adria Air­ways and au­to­mo­tive parts pro­ducer Cimos (in the sec­ond half of 2015), Nova Ljubl­jan­ska Banka (in 2017), and the bank re­sult­ing from the merger of Abanka Vipa and Banka Celje (in 2019). Indi­rect pri­vati­sa­tion is also un­der way as Gorenje is sell­ing its in­ter­est in sev­eral spe­cial­ized sub­sidiries, and Pivo­varna Lasko is dis­pos­ing of its in­ter­est in bev­er­age pro­ducer Raden­ska and pub­lisher Delo.

Not­with­stand­ing the suc­cess track record in pri­vati­sa­tion so far, the largest po­ten­tial deal in Slove­nia for 2015, the pri­vati­sa­tion of Telekom Slovenje, re­cently failed. Fol­low­ing a for­mal ten­der process, in April this year the govern­ment re­ceived a sin­gle bind­ing bid from U.K.- based pri­vate eq­uity Cin­ven. How­ever, af­ter the of­fer was un­favourably mod­i­fied in May, the govern­ment as­sessed the bid as un­ac­cept­able while the bid­der re­cently an­nounced that it was no longer in­ter­ested in the deal. Sug­gested rea­sons for the lim­ited in­ter­est in the ten­der in­clude le­gal and reg­u­la­tory risks faced by the in­cum­bent telco, as well as a val­u­a­tion gap given other present op­por­tu­ni­ties for in­ter­na­tional strate­gic play­ers. The pri­vati­sa­tion au­thor­ity, Slove­nian state as­set hold­ing com­pany SDH, an­nounced it will re­fo­cus on ef­fec­tive man­age­ment of Telekom Slovenje's as­sets and op­er­a­tions in the near term. It could be ex­pected that a new pri­va­ti­za­tion at­tempt will be made in due course at af­ter the govern­ment re­con­sid­ers the terms.

In ad­di­tion to pri­vati­sa­tion, a num­ber of com­pa­nies con­trolled by one or more banks too are for sale as a re­sult of debt re­struc­tur­ing in the past few years. The fast credit ex­pan­sion in Slove­nia prior to the on­set of the global fi­nan­cial cri­sis in 2008 left many en­ter­prises over­lever­aged dur­ing the en­su­ing eco­nomic re­ces­sion. The re­sult­ing de­faults ne­ces­si­tated debt re­struc­tur­ing across the econ­omy whereby lender banks ac­cepted debt to eq­uity swaps and be­came ma­jor eq­uity hold­ers in the Slove­nian econ­omy. At present, the banking sys­tem is tak­ing mea­sures to re­store its sta­bil­ity which in­clude dis­posal of eq­uity par­tic­i­pa­tions. The land­mark deal in this cat­e­gory was the sale of 80.75% of food re­tailer Mer­ca­tor to Croa­t­ian group Agrokor for 261 mil­lion euro in 2014. How­ever, the sale of com­pa­nies con­trolled by banks is of­ten hin­dered by their sig­nif­i­cant in­debt­ed­ness and the un­will­ing­ness of the share­hold­ers to book losses as a re­sult of the dis­posal.

A fur­ther ef­fect of the dif­fi­cul­ties faced by banks in Slove­nia at present are the an­nounced plans of own­ers to sell Raif­feisen Banka and Goren­jska Banka. These in­tended dis­pos­als add to the M&A pipe­line in the coun­try, al­though the deals have not yet pro­gressed due to ap­par­ent lack of in­vestor in­ter­est.

Al­though the large deals in Slove­nia were mainly due to pri­vati­sa­tion, the pri­vate sec­tor con­sis­tently gen­er­ated the ma­jor­ity of the deals, al­beit of smaller size. Re­cent pri­vate deals in­clude the ac­qui­si­tion of telco Amis by Telekom Aus­tria, ac­qui­si­tion of mo­bile and fixed ser­vices op­er­a­tor Debi­tel teleko­mu­nikacije by Telekom Slovenje, ac­qui­si­tion of mo­bile op­er­a­tor Tus­mo­bil by Telemach, ac­qui­si­tion of wood panel pro­ducer LIP Bo­hinj by Hass­lacher, and ac­qui­si­tion of met­als and plas­tics pro­ces­sor Iskra ISD by KJK Cap­i­tal Oy. Key sec­tors for pri­vate deals have been telecom­mu­ni­ca­tions and man­u­fac­tur­ing. Due in part to the very lim­ited abil­ity of lo­cal banks to of­fer ac­qui­si­tion fi­nance at present, pri­vate M&A ac­tiv­ity in Slove­nia is pri­mar­ily driven by in­ter­na­tional and re­gional in­vestors.

Given the sig­nif­i­cant eq­uity in­vest­ments of lo­cal banks in Slove­nian en­ter­prises, dis­pos­als by the pri­vate banking sec­tor are ex­pected to be the main driver of M&A ac­tiv­ity in the coun­try in the short term. The strength­en­ing of the coun­try's fi­nan­cial in­fra­struc­ture fol­low­ing the re­struc­tur­ing of the Slove­nian banking sec­tor is hoped to im­prove the in­vest­ment cli­mate in gen­eral and boost the in­ter­est of in­ter­na­tional in­vestors. To­gether with the re­sumed eco­nomic growth reg­is­tered in 2014 and the pos­i­tive macroe­co­nomic out­look, this will ben­e­fit pri­vate M&A ac­tiv­ity which is al­ready pro­vid­ing a solid base­line level of deals across many sec­tors. At the same time, pend­ing pri­vati­sa­tions are likely to con­trib­ute key deals in terms of deal size.

Note on in­fo­graph­ics

The data is sourced from spe­cial­ized data­bases and pub­licly avail­able re­ports. A deal is de­fined as trans­ac­tion in­volv­ing trans­fer of own­er­ship in a go­ing con­cern where a ma­jor­ity or sig­nif­i­cant in­ter­est is ac­quired. The tim­ing of in­clu­sion is based on an­nounce­ment of (i) sign­ing of sale and pur­chase agree­ments for pri­vate deals and (ii) for­mal of­fers for pub­lic com­pa­nies. Pri­vate deals which were not closed fol­low­ing sign­ing have been ex­cluded.

Pri­vati­sa­tion and banking sec­tor re­struc­tur­ing are the key driv­ers of M&A in Slove­nia.

Source: Raif­feisen re­search and anal­y­sis

Source: Raif­feisen re­search and anal­y­sis

Source: Raif­feisen re­search and anal­y­sis

Source: Raif­feisen re­search and anal­y­sis

Source: Raif­feisen re­search and anal­y­sis

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