2025年澳大利亚上市公司并购交易报告

An analysis of AustralianPublic Mergers and Acquisitions contents Foreword41What can we expect in 2025?62Deal Activity123Bidders164Target Sectors225Deal Structures306Consideration387Bid Tactics448Deal Conditions and Terms549Deal Wins and Losses6410Corporate Regulators and FIRB7211Competition Regime80122024 Deal list8813Methodology9214About Ashurst9515Authors99 Ashurst is excited to launch the inaugural edition ofThe M&A Deal Report. Our Report analyses acquisitionsof Australian ASX listed entities valued in excess of $50million in 2024 and provides some perspectives on whatthat might mean for 2025 and beyond. 2024 was a relatively modest year for Australian M&A. Perhaps it was the calm before the storm? Will we see lightning strike in Australian M&A in 2025? How will the Trump wildcard play out? There are certainly some strong indicators: inflation coming down, interest rates past their peak, a weak A$ and plenty ofprivate capital and debt funding available. Most started 2025 expecting business confidence out of the US would provide positive momentum to M&A. The positionis now less clear, but if the world can navigate the tariff battles and adjust to a new norm, confidence and momentum mayreturn, especially with the otherwise deregulatory bias of the Trump administration. So M&A in Australia could be humming in 2025 – if the US wild card comes up trumps and we can get past some financialdistress in selected sectors, a potential transaction slowdown while the Federal election takes centre stage in Q2, andoncoming increased competition regulation. See more on the outlook in Chapter 1. Some key data and themes from 2024: •43 binding $50 million+ public M&A deals announced in 2024. Slightly lower than the 45 deals in 2023. •Aggregate public M&A deal value in 2024 was $45.3 billion, materially down on $71.5 billion in 2023, but still ahead of 2022. •Number of 2024 mega deals (those valued over $1 billion) was 11, consistent with 2023. Largest public deal wasRenesas Electronics Corporation / Altium at $9.1 billion. However, 2024 had no monster public M&A deals like Brookfield/ EIG / Origin Energy ($16.3 billion) or Newmont / Newcrest ($26.1 billion). •Private capital bidders had a slow H1 2024 but began to emerge in H2, ultimately accounting for 30% of deals (up from20% in 2023). However, total deal value for private capital was relatively low at $5.5 billion (down from $23.2 billion in 2023).This of course does not include private M&A, with Blackstone's $24 billion acquisition of AirTrunk being a stand out. •Once signed up, private capital deals enjoyed a high success rate of 91% in 2024. The only miss was one PE firm losingout to another in the battle for Pacific Smiles. •Australian companies listed on ASX remain attractive to foreign bidders. 22 of the 43 announced deals (51%) involved aforeign bidder, equivalent to 2022. •The materials sector had the greatest M&A intensity, accounting for 33% of total deals and 55% of total deal value.Notable transactions included the acquisitions of CSR ($4.3 billion) and Alumina ($3.3 billion). The informationtechnology (14% by total deals, 22% by value) and the wider energy sectors (28% by number and 18% by value) werealso strong. •On deal structures, schemes of arrangement were, as always, far more popular than takeovers. •Hostile deals were nearly as successful as friendly deals. •There was an increase in reverse break fees: 63% of all deals (up from 56% in 2023 and 51% in 2022). Not only were theymore common, at times they increased in size above the 1% cap on target break fees. •As for regulators, the ACCC got through significant law reform including mandatory filings and FIRB is trying to bemore user friendly but the process continues to take time – perhaps not surprising in a complex world with geopoliticaltensions. ASIC got tougher. Regulatory transaction fees (FIRB, ACCC filing fee and new public M&A fees) increased allround. A sign of the inflationary times... We trust this Report will be a useful resource to you as we all look forward to a busy 2025. Phil BredenPartner, Corporateand M&A Neil Pathak Susannah MacknayPartner, Corporateand M&A John BrewsterHead of CorporateTransactions(Australia) Anton Harris Head of PrivateCapital (Australia) Head of Mergersand Acquisitions(Australia) 1What can weexpect in 2025? Key takeaways Leveraging off the events of 2024, what can we expect in 2025? We are cautiously optimistic that 2025 will be a strong year for mergers and acquisitions including public M&Afor the following reasons: •Reducing inflation and interest rate environment assisting with debt funding cost and availability;•Plenty of private capital available;•Weak $A making Australian targets attractive to foreign investors;•New mandatory ACCC filing laws coming into effect from 1 January 2026 (voluntary from 1 July 2025),meaning some might like to get their deals closed before the laws change;•Increased shareholder activism, which can