Maura McLaughlin, Corporate and M&A Partner, was featured in The Lawyer magazine's special report "Changes to the M&A landscape in 2020" in which Irish lawyers gave insight to the economic implications of the COVID-19 pandemic and how Brexit may impact M&A activity in the future.
Q: From which areas are you seeing the most deal activity?
Telecoms and related areas has been busy over the past year or so, with the establishment of National Broadband Ireland, Phoenix Tower (a portfolio company of Blackstone Group) acquiring Emerald Tower (an Ireland-based operator of wireless towers) from eir, Cellnex Telecom acquiring telecoms infrastructure from Cignal, and Amdocs acquiring Openet. Pharma also remains active, with the huge Allergan/AbbVie transaction as well as the Novozymes A/S acquisition of PrecisionBiotics, and a significant investment into PrivaPath Diagnostic.
Q: What is driving activity in Ireland right now?
Ireland is fortunate to have both national champions with diverse international businesses such as CRH, Flutter Entertainment, Kerry Group or Ryanair, as well as decades of investment by international businesses that have made Ireland a leading player in the pharma, technology, financial services and software industries. As a result, there has been and will continue to be significant flows of work from Irish companies investing in Ireland and abroad, and foreign corporations acquiring assets and investing here.
In the first half of the year, a few high-lights were advising on the acquisition of The Stars Group by Flutter Entertainment, and a subsequent £812 million placing by Flutter, Aon's $30 billion acquisition of Willis Towers Watson, and a couple of follow-on deals by Independent News & Media after its acquisition by Mediahuis. A lot of companies came into the current crisis with healthy balance-sheets and funds to invest. In addition to the resilience this gave them in the face of the uncertainty arising from the COVID-19 pandemic, it also allows them to seize opportunities to invest and diversify for future growth. We are also beginning to see an uptick in private equity activity – their first focus has been their portfolio companies, but they are now beginning to assess the potential for new investments. These factors are leading to an increased flow of instructions as we head into the autumn.
Q: Are you expecting banks to be more cautious as lenders?
Understandably, banks are currently focussed on their existing customers, but they are not closed for new business. Businesses that have demonstrated resilience in the face of the COVID-19 pandemic, or identified new opportunities in the challenges posed by the "new normal", are attractive propositions for banks. The Irish market in alternative lending has developed significantly since the last financial down-turn, asset-based lenders are very busy, and the Irish Government is offering a range of supports and funding options, so there are quite a few options to be explored by companies seeking financing.
Q: What issues are you seeing around valuations?
The COVID-19 pandemic has stress-tested the business case for many companies, and this has created challenges for valuations. Sellers may view the adverse effects as temporary, but buyers are cautious about over-paying for businesses whose value and trajectory could be fundamentally reshaped by the pandemic.
Q: Have any other demands been placed on corporate lawyers throughout the Covid-19 pandemic? i.e. crisis management work.
Problem-solving is always a key skill for corporate lawyers, but the pandemic has required everyone to up their game in this respect. Travel restrictions, partial or full closure of regulatory agencies and social-distancing requirements has made undertaking diligence, or effecting filings and obtaining consents difficult or impossible, so finding ways to work around this without compromising on quality of output has been key. Organising shareholder meetings to comply with public health restrictions, as well and legal and regulatory requirements, has thrown up many novel questions, and required a review of the most obscure Victorian case-law!
We have signed lots of deals, and published lots of prospectuses and takeover documents, but seamlessly executing when our team, the client team and all the other advisers have been required to work from home at short notice takes the complexity to another level. Clear and timely communication, and maintaining collegiality among the deal team when people are putting in long hours working from home on high-profile, time-sensitive transactions is critical.
Q: What will impact activity over the latter half of 2020/21?
The pandemic, of course, but apart from that clients are concerned about the expiry of the Brexit transition period at the end of the year, the impact of the Presidential elections in the US on international trade, and the broader issues in the Eurozone that have receded as COVID-19 has taken centre stage. That said, the pipeline of work going into 2021 is strong, and we are seeing a lot of new instructions from domestic and international clients.
Ireland is fortunate to have both national champions with diverse international businesses such as CRH, Flutter Entertainment, Kerry Group or Ryanair, as well as decades of investment by international businesses that have made Ireland a leading player in the pharma, technology, financial services and software industries. As a result, there has been and will continue to be significant flows of work from Irish companies investing in Ireland and abroad, and foreign corporations acquiring assets and investing here.
Q: How do you perceive the impact of UK/international firms (DLA Piper, Dentons, Simmons & Simmons) moving into the market?
To date, this has been limited from our perspective. A number of UK or international firms have set up in Dublin over the past 10 years, usually to focus on serving a particular client base (e.g. the funds industry) which is concentrated in Ireland. More recently, UK or international firms have opened Dublin offices seeking to provide a full service offering, which is an indicator of their confidence in the prospects for the Irish market. These are good firms, and there is no room for complacency, but our strategy – to remain Ireland's leading independent law firm – remains unchanged.
The full article 'Changes To The M&A Landscape' was recently published in the October issue of The Lawyer Magazine.
This article contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate.
