Corporate Finance January 2012 Turkish Outbound M&A
2
Foreword Thanks to strong economic growth in the home country and the ambition of Turkish investors to grow internationally, outbound M&A activity by Turkish investors has gained momentum through both green field investments and acquisitions in the last couple of years. We expect 2012 to be a stable year in terms of outbound M&A activity due to the expected soft-landing of the Turkish economy coupled with lesser availability of funds. Nevertheless, Turkish investors will continue to pursue outbound opportunities for acquisition. On behalf of our corporate finance team in Deloitte Turkey, I am delighted to share our Turkey Outbound M&A review. Başak Vardar Partner Corporate Finance 1
Basis of Presentation Transaction data presented in this report are based on information that is readily available in the public domain and include transactions with closing procedures still ongoing at the year end. This study does not include capital market transactions, real estate acquisitions or intra-group share transfers. We do not accept any responsibility as to the accuracy or completeness of the data or as to whether all transactions listed herein will necessarily close. 2
Overview Solid growth performance by the Turkish economy coupled with the eagerness of Turkish investors have led to increasing outbound M&A activity in the last couple of years. Thanks to their flexibility and ability to adapt quickly to the new environments, an increasing number of Turkish companies have been pursuing opportunities abroad within the context of their growth strategies through both green field investments and acquisitions. During the five-year period between 2007 and 2011, outbound M&A activity by Turkish companies was c. US$7.5 billion through 68 deals (including estimates for deals with undisclosed values; disclosed deal volume amounted to US$6.8 billion). Even in the times of global financial turbulence, we have observed Turkish companies engaging in cross border acquisitions with an opportunistic approach. Market and product diversification, brand acquisition and raising competitive advantage through cost efficiencies have been the factors fuelling outbound M&A. Food & beverage, services, telecommunications, logistics, financial services and manufacturing have been the sectors most targeted by Turkish companies and together hosted more than half of the total number of deals during the five-year period. Turkish investors mostly preferred to acquire either full ownership or a controlling stake in foreign targets. On the other hand, there have been investors who preferred to benefit from the market knowledge of a prudent local partner in an unfamiliar market. The year 2011 saw the highest annual outbound deal number and volume through 25 transactions with a total deal size of c.us$2.9(*) billion. Anadolu Efes s acquisition of SABMiller s Russian and Ukrainian businesses (in return for a share consideration in Anadolu Efes) made up c.66% of the annual deal volume. Yıldırım Holding s acquisition of a container terminal in Malta and Arçelik s acquisition of Defy, a white appliances manufacturer in South Africa, were also remarkable in terms of deal size. We expect 2012 be a stable period for outbound M&A activity. The apparent slow-down in the Turkish economy coupled with the scarcity of funding sources as well as the insufficient capital accumulated in Turkish companies will limit activity. On the other hand, certain companies in the financially distressed developed countries will be considered as attractive opportunities. Also, as in the past, the well established, large conglomerates with adequate capital reserves will be able to utilize the opportunities abroad. Deal Deal Number and Deal Volume* US$ million 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 0 16 1,626 1,600 9 Deal Volume 197 6 Deal Number 12 1,218 25 2,884 2007 2008 2009 2010 2011 30 25 20 15 10 5 0 *Including estimates for the deals with undisclosed values. 3
Prominent Brands Were Targeted Within the context of their globalization efforts, certain Turkish companies acquired well established global brands. The acquisition of the Belgian chocolate manufacturer Godiva by Yıldız Holding drew worldwide attention. Also, transactions targeting several prominent brands such as Grundig, Villeroy & Boch (tile division), SABMiller (Russia and Ukraine businesses) and Air Berlin were remarkable. Major Local Players Shouldered Most of the Activity Leading mid and large size conglomerates engaged in the financial services, food & beverage, telecommunications, manufacturing, media and healthcare sectors have been the most acquisitive players abroad. İş Bankası, Garanti Bankası and Halk Bankası (banking); Yıldız Holding, Anadolu Efes and Coca-Cola İçecek (food & beverage); Turkcell and Türk Telekom (telecommunications); Arçelik, Eczacıbaşı, Sişecam and Anadolu Cam (manufacturing); Doğan Yayın Holding (media) and Acıbadem Sağlık (healthcare) are among those. Other medium scaled groups such as TAV, Yıldırım, Süzer, Kale, Bayraktarlar and Çalık have also shown frequent activity in foreign markets. Destinations of Interest Europe, the largest trade partner of Turkey, and the neighboring countries were among the most preferred destinations for Turkish investors in the last five years. Europe hosted 41 deals out of 68 with a deal value of c.us$3.2 billion (including estimates). While Germany, France and Italy were the favorite destinations, neighboring countries such as Russia, Georgia, Romania and Ukraine were also frequent choices for Turkish investors. On the other hand, long haul countries such as China, Pakistan and South Africa were also on the list. In the following years, developed countries with strong sectoral dominance and globally perceived brands, such as Canada in mining, Italy in ceramics, Germany in automotive and the Netherlands in sea transportation, are expected to attract investor interest from Turkey. Turkish investors are also expected to follow the cost advantage and the market growth potential of the emerging market countries. 4
Sectoral Overview The food & beverage sector was by far and away the leader in terms of deal volume comprising c.40% of the five-year total, while telecommunications were the runner up with c.15% share. In terms of number of deals, the food & beverage, manufacturing, services, financial services and telecommunications sectors ranked highest. Automotive and parts, ceramics, sanitary ware, logistics, financial services, chemicals, mining, healthcare, textiles, technology, food & beverage and manufacturing are expected to yield attractive outbound opportunities in the future. Also, the banking and manufacturing sectors in distressed EU countries will provide strategic opportunities for Turkish conglomerates. Furthermore, opportunities in nearby geographies can enable Turkish companies to become regional players in sectors like banking, technology, energy, manufacturing, infrastructure and construction. Increased Visibility Through Big-Ticket Transactions SABMiller (US$1,900 million - 2011 by Anadolu Efes), Godiva (US$850 million - 2007 by Yıldız Holding), Razi Petrochemical (US$532 million - 2008 by Gübretaş), Belarusian Telecom (US$500 million - 2008 by Turkcell) and CMA CGM (US$500 million - 2010 by Yıldırım Holding) were the top five deals in the last five-year period. Such big ticket transactions made a significant contribution to the visibility of Turkish companies worldwide. Privatizations Drew Attention Turkish investors have also pursued privatization opportunities in neighboring countries. Examples of such transactions were the acquisition of Iran s national company Razi Petrochemical (US$532 million - 2008) by a consortium between Gübretaş, Tabosan and Asia Gas Energy; the acquisition of Belarusian Telecom (US$500 million - 2008) by Turkcell, the acquisition of Azercell Telekom (US$180 million - 2008) by Fintur Holding and the acquisition of Albania s national telecommunication operator Albtelecom (US$161million - 2007) by a consortium of Türk Telekom and Çalık Enerji Telekomünikasyon. As a result of the global financial turbulence, privatizations and asset sales that have commenced in several troubled markets are expected to offer attractive opportunities for Turkish companies. 5
6
Deal List (2007-2011) # Acquirer Target Target Origin Sector Stake 2011 1 Anadolu Efes (*) Russian and Ukrainian businesses of SABMiller Russia and Ukraine Deal Value (US$ million) Food & Beverage 100.0% 1,900.0 2 Arçelik Defy Appliances Limited South Africa Manufacturing 100.0% 323.7 3 Yıldırım Holding Malta Freeport Terminals Malta Infrastructure 50.0% 285.5 4 Coca Cola İçecek Coca Cola Beverages Iraq Limited Iraq Food & Beverage 70.0% 36.9 5 Türkiye Halk Bankası IK Banka Macedonia Financial Services 91.6% 28.0 6 Acıbadem Sağlık Sistina Medikal Kompani Dooel Skopje and Macedonian PZU Clinical Hospital Sistina Skopje Macedonia Healthcare 50.0%; 50.3% 7 Boydak Foreign Trade Company Forte Rus; Forte Ukraina Russia Manufacturing 100.0% 18.5 8 Süzer Group Banka Brod Croatia Financial Services N/D 13.5 9 Doğan Enerji Yatırımları Kıbrıs Türk Petrolleri North Cyprus Energy 52.0% 9.6 10 Soda Sanayii Cromital Italy Chemicals 50.0% 3.2 11 Coca Cola İçecek Turkmenistan Coca-Cola Bottlers Turkmenistan Food & Beverage 12.5% 2.0 12 Anel Elektrik DAG-08 OOD Bulgaria Energy 100.0% 0.5 13 Anel Elektrik Golden Sun Bulgaria Energy Services 100.0% 0.3 14 Hateks Hatay Tekstil İşletmeleri Cotonella France Textiles 45.0% 0.3 15 Havaş Yer Hizmetleri North Hub Services Latvia Services 16.7% N/D 16 Fatinoğlu Holding A design company concentrated on sanitary wares 17 Ekol Lojistik Omega Ro Romania 26.7 Italy Sanitary Ware 100.0% N/D Logistics & Transportation 100.0% N/D 18 İnter Kablo ve Bakır Sanayi Uzkabel Uzbekistan Manufacturing 34.5% N/D 19 Çelebi Havacılık Fraport Ground Service Austria Services 100.0% N/D 20 Kale Grubu Industrie Fincuoghi Italy Ceramics 100.0% N/D 21 CİMTAŞ DKW Engineering GmbH Germany Services N/D N/D 22 Yıldırım Holding Sealease Yatch Leasing Belgium Services 75.1% N/D 23 İstanbul Doors Restaurant Group Tom Aikens Limited UK Food & Beverage N/D N/D 24 Bayraktarlar Holding Odelo GmbH Germany Automotive & Parts 100.0% N/D 25 Polinas Plastik (Yıldız Holding) Nuroll SpA Italy Packaging 100.0% N/D 2010 1 Yıldırım Holding CMA CGM France Logistics & Transportation 20.0% 500.0 2 Türk Telekom Invitel International Hungary Telecommunications 100.0% 269.7 3 Anadolu Efes Efes Breweries International Netherlands Food & Beverage 26.0% 187.0 4 Türkiye Garanti Bankası Leasemart Holding Romania Financial Services 26.7% 61.4 5 Anadolu Cam Merefa Glass Ukraine Manufacturing 100.0% 41.0 6 Turkiye İş Bankası Commercial Bank Sofia Russia Financial Services 100.0% 40.0 7 Havaş Yer Hizmetleri North Hub Services Latvia Services 50.0% 4.4 8 Eurotec Mühendislik Plastikleri Sabic France France Petrochemicals 100.0% N/D 9 Orhan Holding; B-PLAS; Brightwell Holdings SynergEthic France Automotive & Parts 80.0% N/D 10 Provus S.C. Romcard Romania IT 100.0% N/D 11 Atlasjet Kıbrıs Türk Havayolları North Cyprus Aviation 50.1% N/D 12 CİMTAŞ IBH Engineering GmbH Germany Services 60.0% N/D (*) Anadolu Efes acquired the Russian and Ukrainian businesses of SABMiller in return for an equity stake in Anadolu Efes. 7
# Acquirer Target Target Origin Sector Stake 2009 Deal Value (US$ million) 1 Fintur Holding Geocell Georgia Telecommunications 2.5% 7.0 2 Çalık Holding Banka Kombetare Tregtare Albania Financial Services 40.0% N/D 3 Alvimedica In-Vivo US Healthcare 100.0% N/D 4 Merit Moonen Yachts Holding Netherlands Shipbuilding 80.0% N/D 5 Esas Holding Air Berlin PLC & Co. Luftverkehrs Germany Aviation 15.3% N/D 6 Barsan Global Logistics EMEX Group Hungary 2008 Gübretaş; Tabosan; 1 Asia Gas Energy Logistics & Transportation 50.0% N/D Razi Petrochemical Iran Petrochemicals 83.7% 532.0 2 Turkcell Belarusian Telecom Belarus Telecommunications 80.0% 500.0 3 Fintur Holding Azercell Telekom Azerbaijan Telecommunications 35.7% 180.0 4 Eczacıbaşı Yapı Gereçleri Burgbad Germany Sanitary Ware 88.9% 98.1 5 Coca Cola İçecek Coca Cola Beverages Pakistan Pakistan Food & Beverage 49.0% 76.9 6 DSD Deri Sanayicileri Pulcra Chemicals Germany Chemicals 100.0% 65.7 7 Fintur Holding Geocell Georgia Telecommunications 14.3% 32.8 8 Anadolu Cam Sanayii OAO Kirishsky Stekolny Zavod Russia Manufacturing 100.0% 29.3 9 Türk Hava Yolları B&H Airlines Serbia Aviation 49.0% 13.9 10 TAV Havalimanları Holding TAV Urban Georgia Georgia Infrastructure 6.0% 7.1 11 Kutaş Group Israel Negev Spices Israel Food & Beverage 51.0% 6.6 12 Türkiye Şişe ve Cam Fabrikaları Brewery Pivdenna Ukraine Manufacturing 100.0% 2.5 13 GAMA Enerji Theolia France Energy 16.6% N/D 14 ETİ Krom Vargon Alloys Sweden Mining 100.0% N/D 15 MV Holding Nanoident Technologies Austria Electronics N/D N/D 16 Hedef Alliance Hydrapharm Algeria Wholesale 30.0% N/D 2007 1 Yıldız Holding Godiva Chocolatier Belgium Food & Beverage 100.0% 850.0 2 Hürriyet Gazetecilik Trader Media East Limited Russia Media 67.3% 336.5 3 Türk Telekom; Çalık Enerji Telekom 4 Orhan Holding Albtelecom Albania Telecommunications 76.0% 161.0 Dana Corporation's Fluid, Hose and Tubing Business US Automotive & Parts 100.0% 85.0 5 BEKO Elektronik Grundig Multimedia UK Manufacturing 50.0% 50.3 6 Mynet Yonja US Entertainment 50.0% 15.0 7 Arçelik Changzhou Casa Shinco Electrical Appliances China Manufacturing 100.0% 7.8 8 Eczacıbaşı Yapı Gereçleri Villeroy & Boch Fliesen Germany Ceramics 51.0% N/D 9 BankPozitif Demir Kazakhstan Bank Kazakhstan Financial Services 100.0% N/D 8
This publication contains general information only, and none of Deloitte Touche Tohmatsu Limited, its member firms, or their related entities (collectively, the Deloitte Network ) is, by means of this publication, rendering professional advice or services. Before making any decision or taking any action that may affect your finances or your business, you should consult a qualified professional adviser. No entity in the Deloitte Network shall be responsible for any loss whatsoever sustained by any person who relies on this publication. 9
For more information about M&A Advisory Services contact: Başak Vardar Partner bvardar@deloitte.com +90 (212) 366 63 71 DRT Kurumsal Finans Danışmanlık Hizmetleri A.Ş. Sun Plaza Maslak Mah. Bilim Sok. No:5 34398 Şişli, İstanbul Tel: +90 (212) 366 60 00 Fax: +90 (212) 366 60 30 Armada İş Merkezi A Blok Kat:7 No:8 06510, Söğütözü, Ankara Tel: +90 (312) 295 47 00 Fax: +90 (312) 295 47 47 Punta Plaza 1456 Sok. No:10/1 Kat:12 Daire: 14 15 Alsancak, İzmir Tel: +90 (232) 464 70 64 Fax: +90 (232) 464 71 94 www.deloitte.com.tr www.verginet.net www.denetimnet.net Deloitte provides audit, tax, consulting, and financial advisory services to public and private clients spanning multiple industries. With a globally connected network of member firms in more than 150 countries, Deloitte brings world-class capabilities and high-quality service to clients, delivering the insights they need to address their most complex business challenges. Deloitte s approximately 182,000 professionals are committed to becoming the standard of excellence. Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms. 2012 Deloitte Turkey. Member of Deloitte Touche Tohmatsu Limited 10