We are pleased to share with you the 15th edition of the CMS European M&A Study 2023.
It has been a challenging year for M&A in view of rising inflation and interest rates, slowing growth and increased geopolitical tension, which have added up to a difficult macroeconomic environment. However, there have been plenty of deal opportunities, as is shown by the fact that our study covers a record number of 509 M&A transactions on which CMS advised in 2022. In a difficult M&A market, we are pleased with this result, which reflects the strength of our corporate offering throughout Europe.
For the first time, we also have data on the Nordics region, provided by CMS Norway, covering deals in Norway and Sweden.
In terms of highlights, please note the following:
- Despite some market commentary to the contrary, the European position on MAC clauses has remained constant. MACs are certainly not back in Europe.
- Also, the use of earn-outs is increasing, featuring in almost one-third of the medium sized deals, which is a sign of buyers making sellers demonstrate full value before they pay out for it.
- Earn-outs are increasingly determined by reference to EBIT(DA) calculated over a period of two or more years, which also indicates more caution on the part of buyers.
- Nevertheless, ‘locked box’ mechanisms are ever more popular, featuring in almost four in every five of the medium sized deals.
- The use of W&I insurance, particularly for larger deals, remains common.
- Environmental, Social and Governance (ESG) issues are higher on the agenda of dealmakers, and this year’s Study shows that ESG aspects are beginning to appear specifically as part of the due diligence process and in transaction documents.
For more information about these highlights, please browse a short video and get more details.
In addition, we would be pleased to give you greater insight from our findings, tailored to your special needs, be it geographical region or industry sector, by way of a webinar, conversation or a round table discussion.
Please reach out to us if this is of interest.
