It may seem like a bold endeavor to assess the current state of mergers and acquisitions in Ukraine, given the tragic and devastating invasion that has plagued our country ever since that infamous day on February 24 of last year.

But the benefits of an M&A assessment more than merit its undertaking.

It’s quite true that, at the moment, no one can paint a completely accurate—or at least static–picture of the Ukrainian economy. According to Trading Economics global macro models, GDP in Ukraine is forecasted to reach 164 USD billion by the end of 2023.

Capital Times, a Globalscope member from Ukraine, however, is more optimistic. We don’t expect the war to end next year, but the current economic trajectory is growing to 173 USD billion in 2023, and to 190 USD billion in 2024. The recovery path gets support from the defense sector and international funding.

The current 2023 GDP figures are the aftermath of a 29% decline in 2022 due, of course, to the destruction brought on by the unforeseen war with Russia. No matter how determined and committed Ukrainians may be to restoring our country to ongoing economic health, the harsh reality is that it will take years before the economy can reach anywhere near its pre-war levels.

Mergers and Acquisitions in Ukraine

Mergers and Acquisitions in Ukraine: A Different Trajectory

Unlike the macro economy itself, merger and acquisition opportunities in Ukraine are far more robust, even today. Whether Ukraine eventually joins NATO or not, Ukraine has made major strides in aligning itself closely with the West.  

This emerging relationship creates countless M&A and joint-venture opportunities for rebuilding the nation as quickly as possible, and will certainly create alliances and emerging sectors that can catapult Ukraine to new heights.

Many dark days and risks still lie ahead, but I believe the time to start aggressive M&A planning is today—not tomorrow, or even later on when this terrible episode in our history is over once and for all.

So, how does a corporate buyer, seller, investor, or other stakeholder approach the Ukrainian market with a measurable degree of confidence while fighting on both sides continues? The answer certainly isn’t simple, but for the most part, it’s definitely straightforward.

And that answer is outsourcing.

Parties involved in cross-border M&A transactions with Ukraine must outsource at least part of their resources to Ukrainian financial advisors and other experts with on-the-ground experience and a proven history of success they can bring to the table.

In the fast-paced world of investment banking, precision and effectiveness are paramount. That’s where Capital Times steps in with specialized outsourcing services designed to streamline operations, enhance efficiency, and boost profitability for investment banks. Our customized solutions include:

  1. Cost Reduction

By using Ukrainian-based outsourcing services, companies typically save money by eliminating the need to hire their own personnel for tasks that are more quickly completed and better understood by native financial experts. Examples include lower labor costs and fewer office expenses.

Instead of a broad range of services, outsourcing companies usually provide customized support more qualitatively, judiciously, and efficiently. It also helps reduce the risk of human factors by eliminating dependence on employees who are underperforming or delivering less than what is expected. With outsourcing, unforeseen personnel issues are corrected far more quickly and less disruptively.

This critical benefit speaks for itself. Outsourcing companies offer professional experience and skills that allow them to manage risk more effectively, and they are more apt to ensure strict compliance and adherence to local regulatory standards. All of which are essential for a more successful transaction from the very beginning.

Outsourcing also allows the ability to allocate specific tasks to the appropriate partner. While cross-border companies can focus more heavily on business development and customer acquisition, the outsourced partner can provide access to additional resources and specialized expertise that would otherwise be lacking.

Outsourced companies usually demonstrate faster and more flexible responses to new market demands in their local areas. This benefits everyone involved by reducing reaction time and adapting to changing conditions and unforeseen scenarios.

Ukraine’s time zone alignment, with an 8+8 working day, ensures extended service hours for investment banks serving American and Asian clients, enhancing operational efficiency and client responsiveness. This strategic advantage minimizes communication delays and supports short-term and long-term success.
While outsourcing is a potent tool for achieving business goals, it’s essential to recognize that it’s not a one-size-fits-all solution. Success in outsourcing relies on conducting a comprehensive needs analysis, collaborating with a highly professional team, optimizing outcomes for all parties involved, and ensuring the quality and discretion demanded by the business.

Capital Times exemplifies how a well-planned outsourcing strategy can contribute to both short-term financial benefits and long-term success, with remarkable improvements measured at around 20% in cost reduction, 15% in enhanced efficiency, 25% in risk reduction, 30% in sharper focus, and 20% in speed and flexibility across various key performance indicators.

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Author
Artem Shcherbyna, PhD, MBA, is Chief Investment Officer and Head of R&D at Capital Times.

He has 13 years of experience in asset management and investment analytics.

One of the leading macroeconomists in Ukraine, in 2021 he foresaw the risk of a full-scale Russian invasion as a worst-case scenario for Ukraine.
a.shcherbyna@capital-times.com

Successful middle-market mergers and acquisitions (M&A) require a multi-faceted approach that can differ significantly from multi-billion-dollar transactions. At the most fundamental level, every M&A deal always involves a combination of financial, strategic, legal and operational expertise. But in international transactions, the value of cross-border middle-market experts are critical because the needs are often much more specific. Interpersonal expertise, local market knowledge, and cultural integration, for example, are far more critical concerns.

By ignoring the differentiating factors—especially the personal and foreign dynamics involved in cross-border M&A—the opportunities for long-term success are uncertain at best. Which is where Globalscope comes in.

Although there are many advantages of working with a global network of middle-market M&A experts, there are four key reasons why buyers and sellers alike need the expertise of a network like Globalscope. In the cross-border middle-market space in particular, all stakeholders need deep capabilities in:

  1. Local Legal and Regulatory Expertise
  2. Communication and Change Management
  3. Cultural Integration
  4. And personal needs and priorities.

Local Legal and Regulatory Expertise in Cross-Border Transactions

In reality, there is no such thing as a global market. There are only local markets that operate in an international arena. The norms that work in one country are often dramatically different from what is common in another.

In middle-market cross-border transactions, this is a particularly critical issue. You’re usually working with two-to-three markets at the most. So, the need to understand the legal and regulatory requirements for each specific market is usually more in-depth than what you’ll find in multinational transactions on an enterprise scale. With the Globalscope model, the approach is to provide you with the expertise and experience you need in each specific region per se—not a generic strategy with tip-of-the iceberg market compliance.

Communication and Change Management

It’s hard enough to manage communication and change-management issues in a domestic M&A process, but when different countries, different languages, and different cultural backgrounds are involved, the challenge is considerably more daunting—and much more important.

No two cultures are exactly alike, and as anyone who has worked with a foreign partner can tell you, it’s not uncommon to think both of you are on the same wavelength, only to find a couple of weeks later that neither one of you understood what the other was saying at the time. The scenario is even more challenging if foreign languages are involved.

In multi-billion-dollar cross-border transactions, individual cultural missteps are less damaging, simply because inadvertent cultural mistakes in a single region don’t damage the transaction as a whole, and they can be corrected over time. But when the work is between one country (or even region) and another, part of the advisor’s charge is to protect the client against cultural mistakes that can literally scuttle the deal. That’s why a network like Globalscope is so important in a cross-border middle-market scenario. The M&A team includes native experts on both sides of the transaction, each of which brings years of experience and local market knowledge to the table.

Cultural Integration

Integrating the different cultures as seamlessly as possible is a major priority in cross-border transactions. Just as no two counties’ cultures are exactly alike, neither are those of two different businesses. In fact, cultural integration is always a priority regardless of the size of the deal, but in the M&A space, the challenges are usually much more granular and specific. How do the cultural norms of each entity in general differ between the buyer and seller? What potential biases or cultural traditions must each stakeholder understand? Are there existing practices that could offend one of the parties unintentionally? How do the rules for management hierarchies differ from country to country?

The list of potential pitfalls is long, but with on-the-ground expertise on both sides of the coin, integrating disparate cultures is much easier—and far less risky—from the very beginning.

Personal Needs and Priorities

The personal aspects of the transaction are by far the biggest differentiator between middle-market deals and large-scale multinational mergers. More often than not, middle-market deals are either made between at least one privately held business and another, a company that has been owned by a single family or a closely knit group of shareholders for years, if not decades. What does or does not happen to the previous owners’ interests is always a central concern.

Again, the Globalscope model is designed to address the personal needs of all parties involved from the very beginning. This requires a positive chemistry with and among the financial advisors who must demonstrate legitimate concern for the people they’re dealing with. In the end, corporations don’t sell businesses. People do. And Globalscope is designed to optimize the business and personal outcomes that are both needed to maximize success.

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John Sloan is president and CEO of Sloan Capital, LLC based in Dallas, Texas, USA. He specializes in selling, buying and financing businesses on behalf of privately owned companies. Learn more at sloancapitalllc.com.

By Mauricio Schutt | July 2023

In 2023 the investment opportunities for M&A in Brazil are both like and unlike the world’s other leading economies today. The same can be said about its economic advantages.

As the world’s 10th largest economy, Brazil has a healthy GDP of two trillion US dollars, a diversified market with more than 200 million consumers, multiple industries with a highly developed business services sector, vast mineral wealth, and a keen eye on foreign expansion. 

It’s also a global power in the agribusiness sector and one of the world’s top-two exporters of agriculture in general. What’s more, Brazil is a democracy with a western-like culture that values both freedom and diversity, and it conveniently serves as a near-shoring or friendly-shoring for other western economies.

Yet, Brazil is not without its challenges nor its unique differences. The Brazilian government could have addressed several important issues at a much faster pace, but decades of tradition that favor a privileged few over the population as a whole are almost impossible to change overnight.

In the last five years, however, important reforms were approved regarding the social security system, employment contract relationships, and central bank autonomy. Furthermore, in 2023 the Brazilian Congress should approve tax system reform to both simplify it and to make it more comparable to other developed economies.

The good news is that Brazil’s ambivalent mix of economic advantages and disadvantages can offer M&A investment opportunities which aren’t available in other leading economic markets.

GDP per capita here is only 20-25% that of other developed countries. As the largest economy in Latin America, Brazil also offers a strong consumer market potential, a sophisticated financial market, internationally recognized expertise in several industries, and Brazilian unicorns, among other attractive advantages. 

As a result, if your investment strategy and risk assessment are both on target, M&A in Brazil has many benefits to offer this year.

Scope Surpasses Scale 

According to a 2023 report on M&A in Brazil by Bain Consulting, scope deals—whereby businesses change their target markets in a new way or enter a different sector of some kind—continue to grow significantly. So much, in fact, they’re noticeably outpacing the growth of scale-related deals, which basically focus on expanding operations that already exist. 

Scope deals have steadily hiked their share of the total transaction market, increasing from 5% of Brazil’s total deal value in 2019, to 9% in 2020, and then to 21% in both 2021 and 2022. Conversely, the total percentage of scale deals has declined accordingly.

I think this is a particularly valid indicator of how strong the demand for long-term investment in Brazil actually is. By its very nature, growth in scope-based transactions corroborates the perception of Brazil as a country that merits long-term commitments.

Investments into new sectors, new markets, new products and new growth and expansion all underscore a company’s belief in the viability, not only of its own ability to succeed, but in the strength of the chosen economy in and of itself.

Inflation here has been in control since 1995. Currency fluctuation is far less risky, largely due to an enormous trade balance and $US350 billion in reserves; and labor reforms approved in 2018 have significantly reduced labor litigation. 

Together, all of these factors continue to build Brazil’s reputation as an increasingly attractive investment location on a global scale—for the world’s $multi-billion giants and mid-sized companies alike.

Mauricio Schutt is a Partner in Pactor Finanças Corporativas, an M&A and consulting services firm focused on the Brazilian market. For more information on M&A in Brazil, contact him at mauricio@pactorfc.com.br.

Cross-border M&A fell to $1.57 trillion worldwide in 2022, down from an all-time high of $1.7 trillion in 2021, according to Pitchbook, a financial database. The number of international deals actually dropped to 9156, a total decline of 11%.

But from a broader perspective, it’s not particularly bad news. As a comparative trend, cross-border M&A transactions are still higher than they have been historically, in spite of the more recent—and potentially temporary—slowdown.

Current economic and political challenges have created a combination of factors that have fueled uncertainty, caution, and a bit of a “wait until the storm passes” attitude in the minds of buyers, sellers, and financial lenders worldwide.

Three trends particularly stand out:

  1. Steadily increasing interest rates, combined with decreased availability of debt in certain regions, had an overall tempering effect on dealmaking last year, and to some extent, it still does in 2023.
  2. Geopolitical events, most significantly the war in Ukraine, took a measurable toll on international transactions—and confidence.
  3. Concerns about the impact of inflation worldwide add even more fear and hesitancy when it comes to cross-border M&A decisions.

Despite the recent slowdown, long-term trends in cross-border M&A are clearly upward

Long-term growth in cross-border M&A is driven by two major buyer groups:

  1. Large corporations who continue to expand their businesses into foreign territories and find that M&A is a faster and more certain way to gain access to new markets, rather than going “greenfield”.
  2. Private equity firms also increasingly deploy international buy-and-build strategies to accelerate the value creation process, especially after having acquired a first-platform company in a given industry.

PE firms have learned that breaking into new markets and turning a national leader into an international player has a directly positive effect on valuation levels when selling the company.

New Challenges, New Opportunities

This is not to say, however, that everything is rosy in the international M&A arena, nor is it by any means simple.

International mergers and acquisitions are driven by various factors, like reducing competition, penetrating new markets, diversifying product lines or services, and gaining rights to intellectual property such as patents, trademarks, and copyrights.

As a result, international M&A often follows trade. Most cross-border transactions take place between countries that do a lot of business with each other. And from a mid-market perspective, I estimate roughly 1/3 of M&A transactions are cross-border in the sense that the buyer and seller come from different countries. This number is typically higher in smaller countries like The Netherlands that are more accustomed to working internationally than their larger counterparts, such as the United States.

Manufacturing, consumer, and professional services have historically been sectors with high volumes of cross-border M&A, but during the last decade, technology, media, and telecom (TMT) have shown the largest increase in the number of deals and value.

The bottom line is that cross-border M&A adds further challenges to the already complex process that characterizes dealmaking. Cross-border transactions bring additional risk and complexity due to differences in cultural, political, economic environment, law, tax rules, and accounting, not to mention disparities in corporate culture itself.

But there is another bottom line to also consider. International M&A can offer a level of financial rewards and business growth that cannot be achieved by regional or national deals alone. More and more, M&A opportunities for mid-market companies are becoming increasingly international.

Cross-border M&A growth is good news for mid-market buyers and sellers who are looking for more strategic deals, increased market share, and worldwide expansion and growth.

Martijn Peters is Founder and Managing Director of DEX international M&A, a Netherlands-based company specializing in structuring and managing M&A transactions. He has broad experience as an international deal maker and currently serves as President of Globalscope Partners.