1. Main points

  • The value of inward mergers and acquisitions (M&A) over Quarter 1 (Jan to Mar) 2018 reached £21.7 billion, that is, £18.2 billion higher than over Quarter 4 (Oct to Dec) 2017; this partly reflects the impact of a small number of very-high-value deals.

  • The value of inward divestment (disposals) was £6.9 billion in Quarter 1 2018, the highest value recorded since Office for National Statistics (ONS) first published this data series in 1987.

  • Outward M&A deal values fell to £1.7 billion in Quarter 1 2018, down from £4.6 billion during Quarter 4 2017.

  • The value of domestic M&A was £5.9 billion in Quarter 1 2018, that is, £0.7 billion higher than the previous quarter.

  • The values of inward and domestic M&A deals in Quarter 1 2018 were above the values recorded in all quarters of 2017; the exception being outward M&A activity, which fell to the lowest quarterly value since Quarter 3 (July to Sept) 2013.

  • ONS has changed the way it collects and produces M&A statistics; details of these changes are found in the Annex of this statistical bulletin.

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2. Things you need to know about this release

Mergers and acquisitions (M&A) occur when one company takes control of another company. The internationally-agreed definition of a M&A deal is when one company gains more than 50% of the ordinary shares (or voting rights) of the acquired company. These can be domestic transactions – where a UK-based company acquires another UK company – or international. Outward M&A transactions are when a UK-based company gains control of another company overseas, while inward M&A are from overseas companies acquiring UK companies.

Office for National Statistics (ONS) produces statistics on the number and value of M&A transactions. Transactions are only recorded if:

  • the deal has been legally completed

  • each transaction has a value of at least £1 million

  • they result in a change of ultimate control of the target company

All values are in current prices and therefore have not been adjusted for the effects of inflation.

These are among the main reasons ONS M&A statistics can differ from those reported in other sources. There can be a substantial time gap between the point at which a deal is announced and when it is legally completed. In some cases, announced M&A deals do not take place. ONS statistics on disposals (or de-mergers) are also included in tables alongside this bulletin. These are typically fewer in number per quarter, which can lead to greater suppression of statistics to mitigate disclosure. The focus of this bulletin is on acquisitions although some of the more complex deals can include the disposal of some part of the newly-created corporate structure.

It is not uncommon for the value of quarterly M&A transactions to vary considerably from one quarter to the next. This mainly reflects the nature of M&A activity in that these capture one-off deals. Therefore, if a particularly high-value M&A deal completes in a given quarter, it can make that quarter seem out-of-line with those that precede and follow it. Details of any notable M&A deals that completed in Quarter 1 (Jan to Mar) 2018 can be found in the respective sections of this bulletin. This also makes it difficult to link M&A statistics with other economic indicators – like gross domestic product (GDP) – or global events, because of the time it can take between announcing and completing a M&A deal. It can therefore be more informative to look at longer-term trends within M&A statistics rather than focusing on quarter-to-quarter movements.

We have recently undertaken a review of the data sources used for identifying completed M&A transactions and creating the sampling frame for M&A involving UK companies. Since 1 February 2018, we have replaced the use of multiple online public sources with one comprehensive commercial data source (provided by Bureau Van Dijk) for identifying completed and successful M&A transactions. We also use values from this commercial data source to estimate for transaction values worth less than £100 million, while surveys continue to be dispatched to companies to collect information directly on any transactions identified as exceeding £100 million – which generally dominate reported headline values. More information about these changes can be found in Annex 1 of this bulletin.

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3. A few high-value deals affected the value of inward M&A in Quarter 1 2018

The value of mergers and acquisitions (M&A) of UK companies made by foreign companies over the first quarter (Jan to Mar) of 2018 was much higher than it was during Quarter 4 (Oct to Dec) 2017. This notable rise in deal value also reflects a sizeable rise in the number of transactions that completed over those two quarters. More information on the impact of these deals can be found in Mergers and acquisitions in context: 2017.

The total value of inward M&A in Quarter 1 2018 was £21.7 billion (75 transactions) and saw a sizeable increase of £18.2 billion when compared with the value of £3.6 billion (44 transactions) seen during Quarter 4 2017. During Quarter 1 2018 there were a few successful acquisitions with values above £1.0 billion. Two such high-valued transactions were:

Other notable inward acquisitions – each valued at £100 million or more – that took place in Quarter 1 2018 were:

There were also eight inward disposals made by foreign companies in the UK involving a change of majority share ownership during Quarter 1 2018. These were worth £6.9 billion and is the highest value recorded since ONS first published this M&A data series in 1987, compared with seven inward disposals valued at £1.1 billion in Quarter 4 2017. Specific details of these transactions have been suppressed to mitigate disclosure.

6 June 2018, please note:

The above paragraph has been reworded since initial publication to avoid confusion.

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4. The value of outward M&A in Quarter 1 2018 was the lowest since Quarter 2 2016

The latest estimates for mergers and acquisitions (M&A) of foreign companies involving UK companies during Quarter 1 (Jan to Mar) 2018 saw a notable decline in value, falling to £1.7 billion – the lowest value recorded since Quarter 3 (July to Sept) 2013. This follows quite strong outward activity in 2017, as shown in Figures 2a and 2b.

Notable outward M&A transactions that took place during Quarter 1 2018 were:

The provisional quarterly estimates for the number and value of disposals of foreign companies by UK companies (outward divestment) during Quarter 1 2018 have been suppressed to mitigate any risk of disclosure.

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5. Value of domestic M&A reported in Quarter 1 2018 remained comparable with previous quarters of 2017, yet the number of completed domestic M&A increased

The latest quarterly value of domestic mergers and acquisitions (M&A) in the UK was slightly higher than for the previous quarter. Domestic M&A deals totalled £5.9 billion in Quarter 1 (Jan to Mar) 2018 compared with £5.2 billion in Quarter 4 (Oct to Dec) 2017, or 13% higher. The value of these deals was also £2.6 billion greater than that reported in the same quarter a year ago, which was £3.3 billion.

The latest increase in the value of domestic M&A deals continues along the broad upward path in activity seen since Quarter 4 2016. The rise in value during the latest quarter occurred alongside a relatively larger increase in the number of these deals, which increased from 54 in Quarter 4 2017 to 88 in Quarter 1 2018 and is also similar to the number of acquisitions that took place in the same quarter of 2017 (97).

There were six domestic M&A transactions valued at £100 million or more that completed in Quarter 1 2018:

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6. M&A activity during 2017 was generally higher compared with the historic quarterly averages for the period 2012 to 2016

The longer-term trend in mergers and acquisitions (M&A) activity has been one of decreasing numbers and values for outward and domestic M&A. This can be seen in Table 1, which presents the average quarterly number and value of each type of M&A transaction over five-year intervals since 1997. For example, there was an average of 128 outward acquisitions per quarter between 1997 and 2001 and this had decreased to an average of 31 transactions between 2012 and 2016. The average value of outward acquisitions also fell from £20.4 billion to £4.5 billion. By contrast, the numbers of inward acquisitions have decreased on average per quarter since 1997 yet the values have increased. There were 54 inward transactions at £9.9 billion on average per quarter between 1997 and 2001, compared with 41 transactions at £14.4 billion between 2012 and 2016.

The impact of some very-high-value mergers in 2017 can be seen in the average quarterly value of outward M&A deals, which was £19.4 billion in 2017 compared with £4.5 billion per quarter between 2012 and 2016. Likewise, the greater value of inward investment over 2015 and 2016 led to the value of this activity averaging £14.4 billion per quarter for 2012 to 2016, compared with a much smaller average value of £8.8 billion during 2017. Domestic M&A also saw a notable increase in quarterly values during 2017 (£4.7 billion), compared with £2.5 billion over 2012 to 2016.

Overall, the average number of M&A deals during 2017 were higher than over the preceding five-year interval (2012 to 2016). The average number of deals during 2017 increased the most for inward deals (by 24) to average 65 deals per quarter in 2017. This was closely followed by there being 23 more domestic deals per quarter on average and 8 more outward deals.

During the first quarter of 2018, the provisional M&A quarterly average estimates indicate an increase in number and value for both inward and domestic M&A activity. There were 75 inward deals with a value of £21.7 billion and 88 domestic acquisitions averaging £5.9 billion per transaction. In contrast, the outward M&A in Quarter 1 (Jan to Mar) 2018 saw notable falls in both the quarterly average value (to £1.7 billion) and the actual number of completed deals (to 33).

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7. External evidence suggests that business activity was constant towards the end of 2017

Global merger, acquisitions and disposals activity can be driven by the availability of credit. Therefore, when credit conditions deteriorate, as happened in the 2008 to 2009 economic downturn, mergers and acquisitions (M&A) activity declines. M&A activity can also be affected by the economic outlook and company profits, in addition to a range of other economic factors. The process of completing a M&A transaction takes time and sometimes there may be a lag between improving economic conditions and any change in M&A activity.

The Bank of England’s (BOE) Agents’ Summary of Business Conditions report for May 2018 stated that: “services exports continued to be boosted by inward tourism and growth in UK retailers’ overseas online sales. UK-based professional services firms saw growth in demand for mergers and acquisitions (M&A) advice from overseas clients. Demand for services from the oil and gas sectors edged up”.

The same report stated that: “corporate demand for credit remained subdued, reflecting strong cash balances and/or heightened uncertainty. There had been demand for finance to support M&A activity, and some firms had undertaken pre-emptive refinancing ahead of Brexit. Supply of credit had tightened slightly for small firms. Investor demand in commercial real estate had continued and investment intentions remained modest, reflecting continued uncertainty around Brexit.”

The Bank of England’s (BOE) Credit Conditions Survey for Quarter 1 2018 reported that: ‘’the overall availability of credit to the corporate sector was reported to have been unchanged again in Quarter 1, with no change expected in Quarter 2 and that lenders reported no change in demand for corporate lending from businesses of all sizes. Lenders expected an increase in demand from medium-sized business alongside a slight increase in demand from large businesses in Quarter 2, while demand from small businesses was expected to remain unchanged.”

The inflation report for May 2018, produced by the Bank of England (BOE), found that ‘’overall, business investment is projected to grow a little faster than current rates, as global growth and capacity pressures encourage spending, and the drag on growth from uncertainty wanes.”

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8. Data revisions

Data for Quarter 1 (Jan to Mar), Quarter 2 (Apr to June), Quarter 3 (July to Sept) and Quarter 4 (Oct to Dec) 2017 have been revised in light of new information. No further revisions to data prior to Quarter 1 2017 have been made. Therefore, time series data for all quarters of 2016 and any previous historic quarterly periods remain unchanged.

Annual data tables for 2017 are produced in conjunction with the Quarter 4 2017 data outputs. Revisions to the 2017 quarterly and annual figures were recalculated at Quarter 1 2018 only. Therefore, no revisions to annual data prior to 2016 have been made and subsequently time series data for previous historic annual periods remain unchanged.

Revisions to the aggregates used in mergers and acquisitions (M&A) principally occur for several 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 used for low-value transactions (those below £100 million). Publicly-reported values are also initially used to compile estimates of higher value transactions (over £100 million) in cases where a survey has not been returned in time, which can result in some revisions as the ultimate value supplied by the respondents can differ, frequently because the assumption of debt has been included in the publicly-reported value. An imputed value is applied if no publicly-reported value is available. The final values used to create the aggregates are those supplied by the respondent for large transactions (over £100 million) and publicly available information for smaller transactions (below £100 million).

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.

Non-share transactions

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.

Control

On announcement of a proposed transaction it may appear that the transaction will give the purchasing company control of the target company, that is, a share ownership 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 Office for National Statistics (ONS). The revised values are those used to create the aggregates.

Analysing average revisions between provisional and final estimates can provide an indication of reliability in an initial statistic. Provisional statistics may be based on less information than is available for final statistics as they have been processed more quickly to meet the demand of customers. By looking at these average revisions it can help us determine whether revisions are being made consistently in one direction if early estimates are consistently under- or over-estimating the later figures. A test is subsequently performed on these average revisions to determine if they are statistically different from zero. Revisions that are not statistically significant imply that an average revision might be non-zero simply through random effects.

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9. Response rates

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11. Quality and methodology

The Mergers and acquisitions Quality and Methodology Information report contains important information on:

  • the strengths and limitations of these data and how it compares with related data

  • uses and users of these data

  • how the output was created

  • the quality of the output including the accuracy of these data

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12. Background notes

The Cross-Borders Acquisitions and Mergers 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 that lead to a holding in excess of 10% of the issued share capital. The M&A estimates feed into the UK Balance of Payments and Financial 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.

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.

Feedback from users has indicated that the information received from the M&A survey has a high degree of relevance across many user groups, meets the vast majority of user needs, and all information currently collected and published is used.

Significant transactions

Significant transactions tables show the reported figures for a selection of deals that occurred in the quarter, where “significance” is defined as the absolute value of the deal.

The information shown is taken from each relevant company’s press release, which is available within the public domain. A direct link to each press release is provided. Should a company request that details of the transaction be kept confidential 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 for M&A transactions often differ to some extent from those supplied by companies to Office for National Statistics (ONS) and it is the latter that are used in compiling statistical aggregates in Tables 1 to 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.

Definition of M&A transactions

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.

Acquisitions are transactions that involve one company purchasing the ordinary shares of a second company (“target company”). A target company is usually of a smaller size than the company undertaking the purchase.

Disposal is a term used to describe the action when a company or organisation sells or liquidates the ordinary shares of a second company (“target company”).

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 acquires a controlling interest in another company.

Indirect transactions are those where a company uses an existing foreign subsidiary to acquire a controlling interest in a company resident 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”.

Acquisition of independent companies

The acquisition of an independent company means the purchase of a company in its entirety – the company itself and all of its subsidiaries.

Acquisition of subsidiary companies

The acquisition of a subsidiary company means the purchase of part of a company.

Financing

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:

  • own resources

  • borrowing from banks and other local sources

  • share, bond and other capital or notes issued abroad

Also, a transaction may be funded by more than one method.

Definitions of geographic and economic areas

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13. Disclosure

It is sometimes necessary to suppress figures for certain items to avoid disclosing information about an individual business. Further information on why data are suppressed is available in the Office for National Statistics (ONS) Disclosure Control Policy.

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14. Discussing ONS business statistics online

There is a Business and Trade Statistics community on the StatsUserNet website. StatsUserNet is the Royal Statistical Society’s interactive site for users of official statistics. The community objectives are to promote dialogue and share information between users and producers of official business and trade statistics about the structure, content and performance of businesses within the UK. Anyone can join the discussions by registering via either of the links.

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15. Annex 1: Changes to how mergers and acquisitions statistics are collected and produced

In March 2018, Office for National Statistics (ONS) changed the processes it uses to identify and collect data on mergers and acquisitions (M&A) involving UK companies. Part of this change was to review available commercial data sources to identify M&A deals. Bureau van Dijk’s Zephyr database is now used as the starting point for ONS M&A deal identification, replacing the previous labour-intensive “press scrutiny” process, while also reducing the reliance on survey questionnaires.

Reduction in number of M&A survey questionnaires

Prior to March 2018, the M&A survey questionnaires were dispatched daily by ONS as soon as an M&A deal was identified as legally completed. The population of transactions was identified through a process of scrutinising the financial press, specialised publications and other internet sources. Relevant deals are characterised as being worth over £1 million, having UK involvement, and resulting in a change of ordinary share ownership of more than 10% (50% for domestic) of the issued share capital. Deals identified as meeting these requirements were sent a survey questionnaire to collect deal information and values.

Going forward, only large deals, classified as transactions worth over £100 million, will continue to receive a survey questionnaire. ONS analysis revealed that, while fewer of these large deals take place, their value generally dominates headline estimates, usually making up around 90% of the total value. Thus, accurate company data of these deals will be ascertained to ensure retention of granular, high-quality data. Deal values below £100 million will be taken directly from Bureau van Dijk’s Zephyr database – which are based on information from the public domain. Transactions worth less than £100 million make up the majority of deal numbers, but only a small proportion of headline values. Using a combination of survey data for high-value transactions and Bureau van Dijk data for lower-value transactions will mean values and numbers reported in the M&A bulletin continue to report on transactions worth over £1 million and that result in a change of ordinary share ownership of more than 50%.

Improvements in M&A coverage

Previously, coverage for the M&A survey was limited to information gathered from the financial press, specialised publications, websites specialising in M&A and websites of businesses regularly engaged in M&A activity. These include The Financial Times, Guardian Business News, InvestEgate, Insider Media, NewsNow, Growth Business UK. Bureau van Dijk are adding over 100,000 new deals annually resulting in an ever-growing database of current and historical transactions.

Analysis of this new data source revealed that, compared with ONS, Bureau van Dijk identifies more M&A deals involving British companies. Using Bureau van Dijk data therefore is expected to result in an increase in the number of deals. While the increased coverage will also affect deal values, the effect is expected to be smaller, as previously ONS had sufficient coverage of the largest transactions that generally dominate headline estimates. Nevertheless, some caution is advised when interpreting any increase in activity in Quarter 1 (Jan to Mar) 2018 and thereafter – especially in terms of the number of deals.

New imputation methods for missing M&A deal values

In the past ONS collected information on deals from companies directly involved in the transactions. Survey questionnaires were sent to relevant parties and these were returned, queried and verified. In cases where surveys were not returned in a timely manner, deals were given alternative values found in the public domain, before revising in a future period once the survey questionnaire was returned.

Since Bureau van Dijk relies on press releases and news sources to gather information about M&A deals, there are instances where the value of a transaction is undisclosed to the public. ONS analysis reveals that for Quarter 1 2018, roughly 43% of viable Bureau van Dijk deals displayed no deal value, a percentage expected to remain stable for future quarters (47% in 2015, 45% in 2016, 43% in 2017). In these cases, it is necessary to assign a value to the deal by having an uplift factor to weight available deal values to account for deals with no deal values. The weight is used to calculate a value to distribute across the missing deals evenly within country groups. This process is conducted separately for domestic, inward and outward deals, as the average values for deals is not uniform across these domains.

As M&A results are published by country groups, the process of imputing values takes special care to address this consideration. Due to the unequal number of deals with missing values originating from different country groups, some of which have no populated cases, the method of estimating for empty deal values relies on alternative country groupings.

Outward M&A deals are estimated according to whether they originate from the US or elsewhere, while inward deals have grouped Asian and African deals into one category, but retain all other country groups. Domestic deals, all originating in the UK, have remained grouped together. Using these alternative groupings, we can ascertain potential values for deals in which no financial information was available.

Preliminary analysis of this imputation method for Quarter 1 2018 suggests that the imputed deal averages provide good deal estimation at country group levels and are in line with actual deal value averages determined by Bureau van Dijk, albeit at a slightly lower level. While the use of commercially-available data has made the use of imputation necessary, the method is only required for a relatively small proportion of headline M&A values (less than 10%).

Smaller M&A revisions expected

Previously, revisions to published data took place on a quarterly and annual basis. These mainly affected revisions in the number of deals, with relatively smaller revisions to values. There were multiple reasons for revisions, such as information from other ONS surveys (like the FDI survey), corrections to data supplied by the company themselves, late response, late identification of deals, or unsuitable deal criteria for M&A activity.

Moving to Bureau van Dijk to collect information on most M&A deals and imputing any missing deal values, means that only large-value deals of over £100 million will require the dispatch of survey questionnaires. As fewer survey questionnaires will be distributed and returned, ONS anticipates that even fewer large revisions will take place, since values for the smaller transactions are readily available. There is also an expectation that revisions to the number of M&A deals will be reduced, since all transactions are now identified from one comprehensive source at an early stage, whereas, under the previous process, new deals from multiple sources were often identified after the preliminary estimates were produced.

Conclusions and looking ahead

The use of Bureau van Dijk data for M&A has changed the sampling, coverage, imputation and revision processes for this survey. We expect an improvement in coverage, with associated increases in the number and value of M&A deals, although some of these deals will be produced using imputation methods where deal values are unavailable in the public domain. The data outputs released in the M&A bulletin for Quarter 1 (Jan to Mar) 2018 were based on a mixture of old and new processes: data for January and February were collected with the traditional methods, while March data use the new processes outlined in this section.

We will continue to monitor the impact of these changes on our M&A estimates going forward, which we expect will ultimately benefit the quality of our statistics.

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Contact details for this Statistical bulletin

Sami Hamroush
sami.hamroush@ons.gov.uk
Telephone: +44 (0)1633 455087