Australian Public M&A
Report 2024

More mega deals (transactions
above $1 billion) than the previous five years,
with 14 relative to the five year average of 8

European and Japanese bidders had
a strong presence in public M&A mega deals, with foreign bidders largely sector agnostic this year relative to previous years

Materials and software sectors shone, particularly in the mega deal segment, together representing 5 of the top 13 deals, while energy and resources produced another solid result. Activity for gold, copper and nickel companies was strong, comprising 38% of deals within the energy and resources sector

Over 65% of deals had a pre-bid stake or shareholder support on announcement and over 90% of those deals that had completed at the date of this report have been successful, but pre-bid options were surprisingly sparse

Reverse takeovers entered the medium and large-scale public M&A landscape with well-planned strategies to navigate regulatory settings

The quantum of reverse break fees built momentum on the back of the Newcrest-Newmont precedent, being right sized to the risk profile, rather than reciprocating the size of target break fees

The creativity and flexibility of deal structures was in full force, as bidders became increasingly confident in extracting specific target business lines or assets to be acquired through public deals

Large, longstanding shareholders took action this year to close out minorities, representing 14 deals relative to the FY20-FY23 average of 4, most of which were structured by way of takeover

An interesting development in stub equity potentially provides an alternate new avenue to manage small shareholders rolling into the post-acquisition vehicle

Whilst EBITDA and net assets MACs remained firmly in favour, bespoke qualitative MACs featured prominently, with MACs relating to the class status of vessels, rights to exploit mining tenements, licences to operate and franchise fees making appearances

Schemes continued their rise in popularity, reaching 71% of deals and 93% of mega deals, with a spike in the $20-$100 million and $100-$500 million ranges 

Private equity bids were in line with
the five year average by number, but the average value was down to approximately $482 million relative to $1.1 billion for the five year average

A premium of >50% was most frequent again, but the distribution of premia was relatively even this year compared to previous years

Takeovers took considerably longer   this year to close or reach compulsory acquisition (mainly due to drawn-out, unsolicited processes) while schemes were steady against previous years 

FIRB approval was a condition to completion in 41% of deals and international regulatory approvals in 26% of deals, each the highest percentage in the last five years