This statistical bulletin provides estimates of the value and numbers of mergers, acquisitions and disposals involving UK companies with values of £1.0 million or more. The information provided reflects solely the change in majority ownership (ordinary shares). See note 5 of Background Notes.
These estimates are used to enhance the Foreign Direct Investment survey and also the Inter Departmental Business Register (IDBR) to update company profiles.
Only transactions which result in a change of ultimate control of the target company are included. In the text that follows, figures relating to mergers are included within acquisitions. This series is volatile because the quarterly figures are often dominated by a small number of very large transactions. The values of transactions involving UK companies are published on a current price basis.
We are constantly aiming to improve this release and its associated commentary. We would welcome any feedback you might have, and would be particularly interested in knowing how you make use of these data to inform your work. Please contact us via email: firstname.lastname@example.org or telephone Ciara Williams-Fletcher on +44 (0)1633 456455.
|Acquisitions abroad by UK companies¹||Acquisitions in the UK by foreign companies¹||Acquisitions in the UK by other UK companies¹|
|(outward acquisitions)||(inward acquisitions)||(domestic acquisitions)|
See background notes 4, 5 and 6.
2012 Q1 to Q3 have been revised, 2012 Q4 is provisional.
The value of cross border and domestic M&A transactions all fell in Q4 2012 compared with the previous quarter. Year on year data comparisons also show that M&A activity involving UK companies in 2012, decreased to lower levels than in 2011.
The decrease in cross border and domestic transactions at the end of 2012 was in line with the views of external commentators such as Ernst and Young and Experian, who announced that M&A activity had continued to decline throughout 2012.
In addition, the United Nations Conference on Trade and Development (UNCTAD) announced in its latest issue of Global Investment Trends that cross border M&A activity in 2012 had fallen.
Both UK and global economic conditions remained subdued in the final quarter of 2012. GDP contracted on a quarterly basis after growth in the third quarter that was partly as a result of special one-off factors.
Overall, the underlying economic conditions remained weak throughout the year. However indicators of financial market activity suggest that conditions improved towards the end of the year. For example, the Bank of England’s Credit Conditions Survey 2012 Q4 reported improving access to credit for businesses.
Data from the International Monetary Fund (IMF) suggested banks’ balance sheets in the UK expanded in 2012 Q4, after contracting in the previous quarters of 2012 and 2011. However, given the longer-term perspective of merger and acquisition activity, any increase in the number of transactions is unlikely to be reflected in these data series straight away.
This section illustrates the value and number of acquisitions and disposals abroad by UK companies over the last five years.
The value of acquisitions abroad by UK companies fell from £8.2 billion in Q3 2012 to £1.3 billion in Q4 2012 (Figure 2). However, the Q3 2012 value was attributed to a small number of deals with large values. When compared with Q4 2011, the value of foreign companies acquired by UK companies fell dramatically from £12.6 billion, a decrease of approximately 90%, which may be an indication of a large downturn of M&A equity investment abroad, possibly due to weak investment growth abroad.
There were 22 acquisitions of foreign companies by UK companies in Q4 2012, similar to the number reported in the previous quarter (Figure 3). However the number of deals in Q4 2012 fell by approximately 66% when compared with the same quarter of the previous year, a decrease of 42 deals.
One significant transaction which occurred in Q4 2012 was the acquisition of Telstra Clear Ltd of New Zealand, by Vodafone Group Plc of the UK for a reported value of £0.4 billion.
Overall total expenditure on acquisitions abroad by UK companies fell in 2012 to £16.4 billion, from £50.2 billion in 2011. This is the lowest value reported for outward acquisitions since 2010 (£12.4 billion). During 2012, there were 107 individual acquisitions of UK companies acquiring foreign businesses abroad with values of £0.1 million or greater.
During 2012, investment abroad by UK companies acquiring foreign businesses showed a clear decline of activity across all regions when compared with 2011, evident by both the number and value of majority ownership acquisitions which evolved. Ongoing Euro zone debt concerns and global economic volatility during 2012 may have resulted in a continued restraint and hesitancy by UK companies when considering investing in European businesses.
The value of acquisitions made by UK companies investing in European companies stood at £8.5 billion in 2012. This reflected a substantial fall in investment from 2011 (£23.4 billion).
Expenditure by UK companies acquiring businesses in the Americas during 2012 was £6.7 billion, a 43% decrease when compared with the value in the previous year (£11.8 billion).
The value of acquisitions made by UK companies into Asia fell in 2012 to £0.5 billion, from £6.8 billion in 2011. During 2011, Vodafone Group Plc acquired a controlling stake in Vodafone Essar India, Vedanta Resources Plc acquired Cairn India Ltd and Bumi Plc acquired Bumi Resources PT TBK of Indonesia. All three acquisitions were of significant value accounting for the majority of the higher value in 2011 compared with 2012. The number of transactions also fell in 2012 to eight down from 33 in the previous year.
The value of disposals abroad by UK companies increased in Q4 2012, although the number of disposals actually fell. There were seven disposals in Q3 2012 with a value of £0.6 billion, compared with four disposals in Q4 2012 with a value of £1.1 billion. Both the value and number of disposals in Q4 2012 have decreased, compared with the same quarter a year ago, possibly due to lower exchange rates.
One significant transaction in Q4 2012 was the disposal of Companhia de Gas de Sao Paulo (Comgas) of Brazil by BG Group Plc of the UK for a reported value of £1.0 billion.
Old Mutual Plc of the UK disposing of Skandia Insurance Company Ltd of Sweden, for £2.1 billion.
AstraZeneca Plc of the UK acquiring Ardea Biosciences Inc of the USA.
ENRC Plc of the UK acquiring Shubarkol Komir JSC of Khazakhstan.
Aggreko Plc of the UK acquiring Campanha Brasileria de Locacoe of Brazil.
Anglo American Plc of the UK acquiring De Beers SA & DB Investments SA of Luxembourg.
GlaxoSmithKline Plc of the UK acquiring Human Genome Sciences Inc of the USA.
Dairy Crest Group Plc of the UK disposing of St Hubert SAS of France, for £0.3 billion.
National Grid Plc of the UK disposing of Energy North Natural Gas Inc and Granite State Electric Company of the USA.
This section illustrates the value and number of acquisitions and disposals in the UK by foreign companies over the last five years.
Value of transactions (Table 1)
The value of acquisitions in the UK by foreign companies (inward investment) decreased substantially between Q3 and Q4 of 2012, from £8.2 billion to £1.6 billion (Figure 5). The Q4 2012 value is the lowest since Q2 2009. When comparing year on year, the value of inward acquisitions has fallen considerably, from £12.4 billion in Q4 2011 to £1.6 billion in Q4 2012, indicating continued weakening of overall UK M&A activity.
The number of inward acquisitions in Q4 2012 fell by approximately 49% from the previous quarter. There were 19 acquisitions of UK companies by foreign companies in Q4 2012 compared with 37 in Q3 2012 (Figure 6). The number of acquisitions also fell from 47 in Q4 2011 to 19 in Q4 2012.
One significant transaction which occurred in Q4 2012 was the acquisition by KKR Matterhorn (Jersey) G.P Limited, of Acteon Group Limited of the UK.
During 2012, the total value of acquisitions of UK companies by foreign companies stood at £16.7 billion, a decrease of approximately 49% compared with £33.0 billion in 2011. This was also the lowest value reported for acquisitions of UK companies by foreign companies since 2003 (£9.3 billion). The number of acquisitions of UK companies undertaken by foreign companies also declined during 2012, reporting 82 fewer deals than in 2011. This decline may indicate the continued effect of global economic uncertainty and reluctance by foreign investors to invest in the UK until more favourable conditions return.
During 2012, investment in the UK by foreign companies showed a slightly mixed picture when compared with 2011. Investment into the UK from the USA saw a sharp drop in the value and number of acquisitions in 2012. A decline in activity was seen in Europe which may have been as a result of ongoing Euro zone debt concerns. However, investment from Asia and the Other Americas rose year on year, which may indicate that some emerging markets saw the acquisition of UK companies as a secure investment.
Expenditure by companies in the Americas acquiring businesses in the UK during 2012 was £10.1 billion, accounting for 60% of the total. This was a considerable decrease when compared with the value of £23.2 billion in the previous year. Furthermore, the number of transactions in the USA decreased from 87 deals in 2011 to 49 deals in 2012.
The total value of acquisitions made by European companies into the UK in 2012 was £4.4 billion, reflecting a fall of 42% from the Q3 2012 value of £7.6 billion.
Investment into the UK by companies located in Asia stood at £2.2 billion during 2012, compared with £1.4 billion in 2011. Significant acquisitions of UK companies by Asian companies during 2012 included the acquisition by China Guangdong Nuclear Power Holdings Corporation of Kalahari Minerals Plc of the UK and the acquisition of Cove Energy Plc of the UK by PTT Exploration and Production Plc of Thailand, for a reported value of £1.2 billion.
Virgin Group Holdings Ltd of the British Virgin Islands acquiring Northern Rock Plc of the UK.
CGI Group Inc of Canada acquiring Logica Plc of the UK for a reported value of £1.7 billion.
Vista Equity Patners LLC of the USA acquiring Misys Plc of the UK for a reported value of £1.3 billion.
H&F Lux Holdco S.A.R.L. of Luxembourg acquiring CharterHouse Nadia 1 Ltd of the UK for a reported value of £1.1 billion.
Canaccord Financial Inc of Canada acquiring Collins Stewart Hawkpoint Plc of the UK for a reported value of £0.3 billion.
Terra Firma Capital Partners III LP of Guernsey acquiring The Garden Centre Group Ltd of the UK for a reported value of £0.3 billion.
Landal Worldwide Corporation of the British Virgin Islands acquiring Arena Leisure Plc of the UK for a reported value of £0.1 billion.
This section illustrates the value and number of acquisitions in the UK by other UK companies over the last five years.
The value of acquisitions in the UK by other UK companies (domestic investment) remained relatively stable between Q3 and Q4 2012 with a value of £0.6 billion (Figure 8). The most significant transaction recorded in Q4 2012 was the acquisition of Enara Group Limited by Mitie Group Plc for a reported £0.1 billion.
The number of acquisitions decreased between the second and fourth quarters of 2012 (Figure 9). There were 53 acquisitions of UK companies by other UK companies in Q4 2012, compared with 80 in Q2. Within these transactions there were 40 acquisitions of independent companies (75%) and 13 transactions by company groups involving their subsidiaries (25%). 2012 Q4 saw the lowest number of domestic transactions since ONS began collecting this series of data in 1986.
Both the number and value of domestic acquisitions during 2012 reported record low figures, when compared with 2011. The value of majority share ownership acquisitions in the UK by UK companies during 2012 was £3.3 billion, a large decrease when compared with the values reported since 2009. The total number of acquisitions involving majority ownership during 2012 was reported as 255 transactions, 118 fewer deals than in the previous year and slightly lower than the total number of deals reported in 2009.
These figures may be an indication of the continued caution by UK companies to delay undertaking equity capital transactions during the current UK economic conditions. Bank lending may have also prevented companies from obtaining agreeable credit terms required in order to secure the funding for acquisitions.
Premier Oil Plc acquiring Encore Oil Plc for a reported value of £0.3 billion.
Speedboat Holdco Limited acquiring BPG EquityCo Limited.
We are constantly aiming to improve this release and its associated commentary. We would welcome any feedback you might have and would be particularly interested in knowing how you make use of these data to inform our work. Please contact us via email: email@example.com or telephone Ciara Williams-Fletcher on +44 (0)1633 456455.
Basic Quality Information
Quality and Methodology Information (111.6 Kb Pdf)
for Mergers and Acquisitions (M&A) surveys report describes in detail the intended uses of the statistics presented in this publication, their general quality and the methods used to produce them.
Relevance to Users
Within ONS, the mergers and acquisitions data are considered to be essential for producing Balance of Payments and economic accounts statistics. The survey results forms important components of the UK Balance of Payments and the National Economic and Financial Accounts and are vital in the measurement of the financial and non-financial business sector accounts.
The Cross-Borders Mergers and Acquisitions survey (M&A) data are used in the compilation of the estimates of Foreign Direct Investment (FDI). These data meet the needs of FDI by collecting data on all acquisitions which lead to a holding in excess of 10% of the issued share capital. These estimates then feed into the UK Balance of Payments and the 'Rest of the World' sector of the financial accounts in the National Accounts, for which there is an EU legal requirement. Individual transaction information is also used to estimate the counterpart in 'portfolio' investment flows for monthly Balance of Payments.
The data collected are also used in updating business structures and country of ownership codes on the Inter-Departmental Business Register (IDBR). The IDBR is a comprehensive list of UK businesses that is used by government for statistical purposes.
Elsewhere in government, examples of departments who use the data include:
HM Treasury, Economic Analysis Division, where the data is used in preparing briefing and forecasting;
Department for Business, Innovation and Skills, where direct investment data is required for ministerial briefing, parliamentary questions and in formulating trade policy;
UK Trade & Investment, where the information is used for briefing on the extent to which the UK is successful in attracting inward investment;
HM Revenue and Customs, where the data is used to help in forecasting company taxation.
Non-government users include:
Private companies which are interested in analysing country and industry data for trends by foreign firms in the UK and by UK companies abroad and also for researching corporate finance activity and for the purpose of investment banking;
UK embassies of foreign countries, which are interested in information on specific countries and companies making acquisitions, and
Private sector economists, journalists and academics who are interested in information on particular industries and particular countries for research purposes and who use the data for periodic statistical comparisons.
Feedback from users has indicated that the information received from the M&A survey has a high degree of relevance across the above user groups, meets the vast majority of user needs, and all information currently collected and published is used.
Source of data:
The information collected is based on reports in the financial press, specialist magazines, company and financial websites supplemented by special surveys to businesses to determine the form, value and timing of each transaction.
Global M&A activity is often driven by the availability of credit and company profits as well as a sense of confidence in the economic outlook. The majority of large M&A deals involve some element of borrowing or leveraging and therefore when credit markets freeze, as happened in the 2007 global financial crisis, and the subsequent Euro area sovereign debt crisis, then M&A activity is curtailed. A poor global credit market would discourage M&A activity.
If the information is not yet in the public domain, such transactions may not be reflected in the analysis. Where full information has not yet been received on the details of the acquisition or disposal, the value of the transaction indicated in the public domain is used as an interim estimate.
The data shown in this release relate solely to mergers and acquisitions undertaken by companies: acquisitions by individuals are not included.
All values are published as current prices which are the prices as they were at the time of measurement and not adjusted for inflation.
Significant Transactions tables show the reported figures for a selection of significant transactions which occurred in the quarter, where ‘significance’ is defined as the absolute value of the deal. The figures shown are usually the ones available from the financial press or other sources in the public domain although occasionally, with the consent of the company, the value returned to the Office for National Statistics (ONS) is used in the tables instead of the press reported figure. If the company’s consent cannot be obtained then the deal is excluded, however, the values are included in the aggregate tables. Occasionally, therefore, a large deal may be missing (suppressed) from the lists so it is best to regard these tables as an indication of the ranking of deals rather than a completely exhaustive listing. Press reported figures often differ to some extent from those supplied by companies to ONS and it is the latter which are used in compiling statistical aggregates in tables 1-10. Included in the prices quoted in the tables of significant transactions is the total published price paid for the company excluding any assumed debt where known. Deferred payments are included in the reported price even if the payment is made in a different quarter.
Types of Transactions Covered
Mergers are acquisitions in which all or part of the payment is made in shares, such that the shareholders of the two companies become shareholders of a new, combined company group.
Demergers are disposals where a company group divides into two or more separate companies, in such a way that the shareholders of the restructured companies remain the same, or retain the equivalent value shareholding in one of the newly independent companies. Demergers are included in the statistics within disposals.
Cross-border acquisitions denote transactions where a company in one country acquires, either directly or indirectly, a controlling interest in a company in another country.
Direct transactions are those where a company in one country acquires a controlling interest in a company incorporated in another country.
Indirect transactions are those where a company uses an existing foreign subsidiary to acquire a controlling interest in a company incorporated in another country. The acquiring foreign intermediate company may be located in the same country in which the acquisition is being made or in a different country.
Acquisitions within the UK by other UK companies denote mergers and acquisitions involving only UK registered companies.
Where the acquired company was a subsidiary of another company the transaction is classified as a sale between company groups.
The phrase ‘acquisitions in the UK by UK companies’ refer to deals where the ultimate ownership remains in the UK. This heading does not cover the total number or value of deals where a UK company is the acquirer. When a foreign company acquires a UK company through one of its existing UK subsidiaries or a UK registered special purpose vehicle that deal is shown as part of the data under ‘acquisitions in the UK by foreign companies’.
This statistical bulletin provides details of the application of funds to effect mergers and acquisitions and the proceeds raised from disinvestments and demergers.
For indirect foreign transactions there is the added complication of considering the movements of funds either as capital injection or in the form of loans between parent companies and their foreign subsidiaries making the acquisition. Occasionally, the foreign subsidiary obtains the funds required partly or entirely outside the UK from sources such as:
Borrowing from banks and other local sources.
Share, bond and other capital or notes issued abroad.
A transaction may be funded by more than one method.
Data for Q1, Q2 and Q3 2012 have been revised in the light of new information, and so revisions to the data for Q1, Q2 and Q3 2012 have been published in this statistical bulletin. No further revisions to data prior to Q1 2012 have been made. Therefore time series data for all quarters of 2011 and any previous historic quarterly periods remains unchanged.
Annual data tables for 2012 are produced in conjunction with the Q4 2012 data. Revisions to the 2012 quarterly and annual figures are re-calculated at Q1 2013 only. No revisions to annual data prior to 2012 have been made. Therefore time series data for previous historic annual periods remain unchanged.
Revisions to the aggregates used in M&A principally occur for the following reasons:
Completion of transactions:
On announcement of a proposed transaction an expected completion date is usually given. The publicly reported values will be allocated to the quarter of expected completion. If the transaction is ultimately completed in an earlier or later quarter, the recorded values will be reallocated to the new quarter.
Publicly reported values:
Publicly reported values are initially used to compile the aggregates. These can vary considerably from the values ultimately supplied by the respondents, frequently because the assumption of debt has been included in the publicly reported value. A nominal value is applied if no publicly reported value is available. The final values used to create the aggregates are those supplied by the respondent.
Non-completion of transactions:
On announcement of a proposed transaction the publicly reported value of the transaction is recorded. If the transaction does not subsequently take place the recorded value will be deleted.
On announcement of a proposed transaction it may appear that there will be transactions in the share capital of the companies involved and the publicly reported values will be recorded. If subsequent information contradicts this the recorded values will be amended or deleted.
On announcement of a proposed transaction it may appear that the transaction will give the purchasing company control of the purchased company, that is, a share ownership of greater than 50%. If subsequent information contradicts this the recorded values will be amended or deleted.
Revisions from respondents:
Very occasionally respondents revise the values that they have previously supplied to ONS. The revised values are those used to create the aggregates.
|Value in latest quarter||Average revision (Bias)||Average revision without regard to sign (Average Absolute Revision)|
|Value of Outward Acquisitions||8182.0||858.0||824.8|
|Value of Outward Disposals||1108.0||276.2||256.5|
|Value of Inward Acquisitions||8175.0||446.2||394.3|
|Value of Inward Disposals||..||..||..|
|Value of Domestic Acquisitions||608.0||189.4||160.5|
|Number in latest quarter||Average Revision (Bias)|
|Number of Outward Acquisitions||20||15.2|
|Number of Outward Disposals||7||5.0|
|Number of Inward Acquisitions||37||11.8|
|Number of Inward Disposals||3||-13.4|
|Number of Domestic Acquisitions||60||19.0|
The difference between the first and later estimate give an indication of the magnitude of one component of error in the first estimate. A statistical test is applied to the average revisions to find out if there is bias in the estimates. The revisions are considered to be biased if the mean revision is significantly different from zero. Analyses indicate statistically significant bias in the revisions for the value of inward acquisitions, however, as a caveat, a relatively short period of time is being considered (implying that the degrees of freedom are low). For the other variables, these tests were not statistically significant for any of the key variables implying that the average revision might be non zero simply through random effects.
This reflects the fact that the primary reason for revisions to the numbers of transactions is the identification of further deals after the statistics are initially released.
|Cross-border mergers and acquisitions: Outwards|
|Statistics of Sample Size – Latest Survey Conducted:|
|Reference Period||Q3 2012||Q4 2012|
|Response Rate (%)||96||88|
|Cross-border mergers and acquisitions: Inwards|
|Statistics of Sample Size – Latest Survey Conducted:|
|Reference Period||Q3 2012||Q4 2012|
|Response Rate (%)||80||82|
|Domestic mergers and acquisitions (DAM)|
|Statistics of Sample Size – Latest Survey Conducted:|
|Reference Period||Q3 2012||Q4 2012|
|Response Rate (%)||96||83|
Notes to Tables
The deal identification threshold has been increased at Q1 2010 to a value of £1.0 million from a previous value of £0.1 million. As a consequence there is a discontinuity in the number of deals reported from Q1 2010 onwards compared with previous periods. The size of this discontinuity is highlighted in figures 3, 5 and 7.
Symbols used in the tables are:
.. Figure suppressed to avoid disclosure of information relating to individual enterprises.
– Nil or less than half the final digit shown.
The sum of constituent items in tables may not always agree exactly with the totals shown due to rounding.
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The UK Statistics Authority has reviewed this publication in their report: “Assessment of compliance with the Code of Practice for Official Statistics”: Statistics of International Transactions, which was published on 8 December 2011. This review recommended that the Mergers and Acquisitions estimates be designated as National Statistics, subject to ONS carrying out certain requirements. ONS is working hard to meet the requirements set out in this assessment report.
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