2023年全球并购报告

When M&A is the answer: In an uncertain market, bold moves will define the future Global M&A Report 2023 Contents Letter from the M&A Team1 State of the Market3 M&A in Times of Turbulence: Lessons from the Last Recession19When Buying (vsBuilding) Is the Right Move for Engine 224Tougher Times: Putting the Diligence Back in Due Diligence30How to Avoid the Fault Lines Sending Tremors throughCultural Integration in M&A35 Industries43 M&A in Aerospace and Defense: New Types of Deals in a Dynamic Industry45M&A in Automotive and Mobility: Finding Alternative Routes to the Future50What Consumer Goods Companies Are Learning from Alternative Deals55Retail’s New M&A Balancing Act60M&A in Diversified Industrials: ESG Plays Drive Breakthrough Capabilities65M&A in Energy and Natural Resources: Beating the Odds in EnergyTransition Deals69M&A in Banking: Three Types of Deals for 202375 Global M&A Report 2023 Contents M&A in Insurance: There Are Insurtech Deals to Be Done, but Proceedwith Caution79M&A in Payments: Four Ways That M&A Will Propel This Dynamic Sector84M&A in Wealth and Asset Management: How Deals Will Shake Up the Industry88M&A in Healthcare and Life Sciences: Why the Industry’s Wait-and-SeeDays Will End93M&A in Media and Entertainment: To Interactivity and Beyond99M&A in Technology: Never Waste a Good Crisis102M&A in Telecommunications: How the End of Free Money Opens UpNew Opportunities106Regions112M&A in Brazil: A Nation Prepares for Changes113M&A in India: How Long Can This Hotspot Buck the Global Downturn?117M&A in Japan: Pressing Pause on Transformative M&A122M&A in the Middle East: How a Region Grows with M&A125Methodology130Key Contacts134 Global M&A Report 2023 Letter from the M&A Team Dear friends, Last year was a challenging one for all dealmakers as infation, interest rates, geopolitical tensions,and increased regulatory oversight placed unprecedented demand on the skills of deal executives.Throughout it all, though, M&A persevered—not always in the same numbers or with the sameprocesses as in the past, but deals got done. Overall deal value fell during the year, with multiples dropping from record highs in 2021 andfewer large deals. But the pace of small deals was surprisingly resilient. And dealmaker sentiment aswe enter 2023 is optimistic. History tells us thatcompanies making bold moves during times of turbulence tend to winoverthe long term. The mission of this, our ffth annual report: Improve M&A by sharing the insights ofthe world’s best dealmakers. Les Baird Leader of Bain’s Global M&A practice State of the Market Looking Back at M&A in 20224Looking Ahead to M&A in 202312 State of the Market Looking Back at M&A in 2022 Even as macroeconomic uncertainty reset the M&A market, dealmakers persisted. By David Harding, Kai Grass, Andrew Grosshans, Suzanne Kumar, and Madhurima Bhattacharya At a Glance After a strong first half of 2022, the market slowed in the second half, although fundamentaldeal activity persisted Declines in multiples and a midyear pause in megadeals were the key contributorsto a 36% decline in deal value in 2022 from a record high in 2021Geopolitics, regulation, and other external factors also continued to impact dealactivity patterns The year 2022 was a tale of two halves. After a blockbuster year for M&A in 2021, the frst fve monthsof 2022 refected continued strong dealmaking activity. The big turning point occurred on June 16,2022, when an interest rate hike by the US Federal Reserve Bank, combined with heightenedmacroeconomic uncertainty, put a chill on the deal market. Megadeals greater than $10 billion wenton pause while smaller deals slowed. Deal multiples tempered. The midyear correction resulted ina 36% decline in annual M&A deal value, to $3.8 trillion (see Figures 1 and 2). Yet volumes droppedby only 12%, suggesting resilience and commitment among dealmakers. Global M&A Report 2023 Global M&A Report 2023 As the market reset, we observed some unanticipated shifts in dealmaking and, at the same time,a persistence of longer-term trends. On the one hand, the sudden drop in megadeals and dealmultiples refected the impact of structural uncertainty on M&A. Yet M&A remained central tocorporate strategies for growth and proftability as evidenced by the relatively consistent levelsof deal volume and balanced mix of scale and scope deals. Structural uncertainty Infation, interest rates, capital availability, industrial policy, national security, geopolitical tension,supply chain uncertainty—in 2022, dealmakers faced new levels of volatility everywhere theylooked as well as risks from variables that previously weren’t a focus in many deal models. June’s interest rate hike marked a new phase in the era of capital superabundance. In the faceof rising infation, the Fed’s move to raise rates happened more quickly than many expected.The implications were felt internationally as other central banks followed suit. The role of the USdollar in global tr