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2024 M&A Report

October 2024
By Jens Kengelbach, Daniel Friedman, Anant Shivraj, Lianne Pot,
Andrew Simon, Patrick Sykes, Dominik Degen, Seddik El Fihri,
Kanchan Samtani, Samuele Bellani, Jared Feiger, Edward Gore-Randall,
Maximilian Strauch, Daniel Kim, and Thomas Endter
Contents

01 | Introduction 28 | D
 eals Are
Taking Longer
to Close. How to
02 | E
 arly Signs of Respond.
a Recovery

35 | A
 bout the
09 | T
 he Regional Authors
Perspective

36 | A
 cknowledgments
18 | Is Your M&A
Organization
Built to Win?
Introduction
BCG’s 2024 M&A Report has four parts: • Regulatory Scrutiny is Delaying Deals. How to
Respond. A recent BCG study found that the time from
• Early Signs of a Recovery. So far, 2024 has fallen short signing to closing has been increasing, particularly for
of expectations for a strong resurgence in M&A activity. larger M&A transactions. Many deals failed to meet their
Dealmakers’ hesitancy is understandable, considering projected timelines, often due to regulatory complex-
the challenges involved in navigating today’s complex ities and the intricate nature of the deals themselves.
political and macroeconomic landscapes. Even so, major Deals with higher announced synergies also faced longer
trends—including energy transformation, digitization, closing periods, as these typically attract heightened
and the rising importance of AI—will continue to propel regulatory scrutiny. To account for timing uncertainty,
the M&A market. companies must adapt their processes and priorities
during both the presigning phase and the integration
• The Regional Perspective. Regional M&A dynamics planning phase.
have led to mixed results in 2024. To gain clarity, we
asked BCG experts in seven regions to describe the state By prioritizing these insights in their M&A strategy and
of play in their M&A market and share insights about carefully managing the complexities of planning and
near-term deal drivers. execution, proactive dealmakers can position themselves
for success.
• Is Your M&A Organization Built to Win? BCG col-
laborated with global dealmakers to study the common
pitfalls and success factors involved in setting up M&A
organizations. We found that building effective M&A
teams depends on making the right choices in several
key areas. Companies must tailor their design choices
across these topics on the basis of a detailed under-
standing of the pros and cons.

BOSTON CONSULTING GROUP 1


Early Signs of a Recovery

S
o far, 2024 has fallen short of expectations for a BCG’s M&A Sentiment Index continues to show signs of a
strong resurgence in M&A activity, as instead a slow strengthening market, albeit slowly and steadily. We antici-
recovery persists. Many dealmakers remain cautious, pate increased activity in the coming months, with deal-
either staying on the sidelines or tentatively dipping their makers in the US and Europe leading the charge. Most
toes in the water. Their hesitancy is understandable, con- industries will participate in the recovery, especially those
sidering the challenges involved in navigating today’s in the energy, technology, and health care sectors. Funda-
complex political and macroeconomic landscapes. Never- mental factors, such as economic growth and political and
theless, some dealmakers—most notably those in indus- regulatory conditions, will surely remain volatile. Even so,
tries undergoing significant transformations—are forging major trends, including energy transformation, digitization,
ahead with their M&A strategies. and the rising importance of AI, will continue to propel the
M&A market.
Amid global economic turbulence, M&A activity has been a
mixed bag. The year began with a modest comeback in
dealmaking, followed by a sluggish second quarter and,
more recently, a volatile return to average activity levels.
During the first nine months of 2024, global aggregate
M&A value increased by approximately 10% compared with
the same period last year.

2 2024 M&A REPORT


A Steady but Slow Recovery • The value of European M&A totaled $353 billion, a 14%
increase compared with the first nine months of last
Globally, M&A activity remains below historical norms—and year. Deal value in the UK increased by 131%, resulting
particularly in comparison with recent years, including the in the country’s highest share of European dealmaking
deal frenzy of 2021. However, activity has rebounded since since 2015. Deal value also increased strongly in Sweden
the low point observed during the second half of 2022 and (111%), the Czech Republic (68%), and France (29%),
the first three-quarters of 2023. (See Exhibit 1.) Through the driven by a few larger deals. In contrast, aggregate deal
first nine months of 2024, companies announced deals value was significantly lower than during the same peri-
totaling approximately $1.6 trillion, spread across approxi- od last year in Germany (–52%), Austria (–34%), Switzer-
mately 22,400 transactions. This represents a 10% increase land (–31%), and Italy (–25%).
in deal value versus the same period in 2023.
• In Africa, the Middle East, and Central Asia, the aggre-
This positive but slow momentum aligns with our BCG gate deal value was 7% lower than during the same
M&A Sentiment Index, which has indicated higher but still period last year.
below-average deal activity for most of 2024. However, our
index continues to climb steadily, particularly in North • Deal value in Asia-Pacific declined by 5% to a ten-year
America and Europe. It also shows a promising trajectory low of $263 billion. Declines in China (–41%) and Austra-
for most industries. The outlook is especially bright for the lia (–7%) were major factors in the lower regional total.
technology, energy and utilities, and health care sectors, There were bright spots, however, including Malaysia
while the consumer and industrial sectors continue to lag. (132%), India (66%), Singapore (48%), Japan (37%) and
South Korea (10%).
Regionally, North America has been the most active area,
followed by Europe. The dealmaking slump has continued Among the most active sectors in improved year-to-date
in Asia-Pacific and Africa. (See Exhibit 2.) deal value compared with the same period last year were
financial institutions and real estate (35% increase), tech-
• Deals involving targets in the Americas had a total value nology, media, and telecommunications (36% increase),
of $958 billion, an increase of approximately 13% versus and energy and power (14%). BCG’s M&A Sentiment Index
the first nine months of 2023. The vast majority (worth suggests that these sectors will continue to drive M&A
$877 billion) involved targets in North America, which activity in the coming months.
accounted for 55% of overall global M&A activity. US
companies acquired most of these targets. Deal value in
South America and Central America declined by 24%.

Exhibit 1 - Global M&A Activity Shows Early Signs of Recovery


Global M&A activity started to decline in 2022 . . . . . . and is now slowly recovering

Deal value ($billions)1 Number of deals Deal value ($billions)1


1,500 12,500
3,301
10,000
+10%
2,503
1,000
7,500 2,153 2,170
1,607
5,000 1,454 1,596
500
2,500

0
1990 1995 2000 2005 2010 2015 2020 2024 Q1–Q3 Q1–Q3 Q1–Q3 Q1–Q3
2018 2020 2022 2024
Deal volume Deal value

Sources: Refinitiv; BCG analysis.


Note: Announced M&A transactions comprise pending, partly completed, completed, unconditional, and withdrawn deals, with no transaction size
threshold. Self-tenders, recapitalizations, exchange offers, repurchases, acquisitions of remaining interest, minority stake purchases, privatizations,
and spinoffs are excluded.
1Deal value includes assumed liabilities.

BOSTON CONSULTING GROUP 3


Exhibit 2 - Year-to-Date Deal Value Has Slightly Increased Compared with
the Same Period Last Year
M&A value by acquisition target’s region M&A value by acquisition target’s sector
Deal value ($billions) Deal value ($billions)
–52%
3,301 3,301
542 350

2,503 333
2,503 +10%
316
477 2,153 821 2,170 350 2,153 2,170
205 406 193
342 99 410 357
1,607 339 1,607 231 216 1,596
740 1,596 306 231 1,454
434 1,454 229 199
347 603 263 206 342 227 148
49 106 276 130 131 182 207
49 353 200 284 141 945 154
521 1,778 310 22 155 196 121
23 140 95 722 172 149
47 610
1,162 1,224 1,058 361 447 190
801 924 448
645 720 330
474 482 410 449 318
75 47 47 61 50 44 34 236
Q1–Q3 Q1–Q3 Q1–Q3 Q1–Q3 Q1–Q3 Q1–Q3 Q1–Q3 Q1–Q3 Q1–Q3 Q1–Q3 Q1–Q3 Q1–Q3 Q1–Q3 Q1–Q3
2018 2019 2020 2021 2022 2023 2024 2018 2019 2020 2021 2022 2023 2024

Asia-Pacific (excluding Central Asia) North America Consumer Materials


Europe South and Central America Energy Technology, media, and telecommunications
Africa, Middle East, and Central Asia Health care Financial institutions and real estate
Industrials

Sources: Refinitiv (data as of Oct 4, 2024); BCG analysis.


Note: Announced M&A transactions comprise pending, partly completed, completed, unconditional, and withdrawn deals, with no transaction size
threshold. Self-tenders, recapitalizations, exchange offers, repurchases, acquisitions of remaining interest, minority stake purchases, privatizations,
and spinoffs are excluded.

The consumer sector had one of the largest percentage Private Equity Dealmaking Is Resurgent
gains in aggregate deal value—a 35% increase—a first sign
of recovery from its previous trough of sluggish activity. Private equity (PE) firms’ dry powder—cash reserves or
Still, this renewed strength reflects not a broad-based liquid assets available for new investments—reached a
increase in deals but a few recent very large deal an- record $2.1 trillion at the end of September 2024, fueling
nouncements, such as the intended acquisition by Cana- the resurgence of PE dealmaking. (See Exhibit 4.) Condi-
da’s Alimentation Couche-Tard of Japan-based Seven & i tions are favorable, as firms need to deploy this capital at
Holdings, valued at $38.7 billion, and in the US, Mars Inc.’s the same time that interest rates are declining and valua-
bid for Kellanova, valued at $29.7 billion. If completed, tion gaps between sellers and buyers are narrowing. So far
these transactions would be the consumer sector’s largest in 2024, the two most active sectors for PE investments
deals in recent years. have been technology, media, and telecommunications
and financial institutions and real estate.
The number of large M&A deals (those valued at more
than $500 million) typically serves as a good indicator of Although the second quarter of 2024 saw an uptick in
overall M&A health. (See Exhibit 3.) The market for large global venture capital funding—particularly in North Amer-
deals was very active in 2021 and 2022, fueled in part by ica and Europe—venture capital activity has not yet fully
the surge in mergers involving special-purpose acquisition recovered and remains far below the level of 2021. Even so,
companies (SPACs). Since then, the market has cooled, companies involved in artificial intelligence (AI) continue
often settling at the lower end of the average range of 60 to to attract significant investments, despite continuing con-
80 deals per month. This decline aligns with a drop in cerns about a crowded market, high valuations, and uncer-
overall business confidence, reflecting the challenging tain growth prospects.
economic environment.

The number of megadeals (those valued at more than $10


billion) has not matched the levels seen in 2022 and 2023.
Companies reported only 17 megadeals in the first nine
months of 2024, compared with 28 and 20 during the same
period in 2022 and 2023, respectively.

4 2024 M&A REPORT


Exhibit 3 - Large-Deal Activity Remains at the Lower End of the
Average Range
Monthly global number of large deals1 OECD business confidence index

160 105

140

120

100 100
80
80
Volume
60 range2
60
40
95
20

0 0
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Strategic acquirer Private equity buyer SPAC merger OECD business confidence index

Sources: Refinitiv; OECD; BCG analysis.


Note: Announced M&A transactions comprise pending, partly completed, completed, unconditional, and withdrawn deals, with deal values greater
than or equal to $500 million. SPAC = special-purpose acquisition company.
1Large deals have values greater than or equal to $500 million. Deal values include assumed liabilities.
2Volume range is an estimate of the normal range of M&A activity across the entire period tracked in this exhibit.

Exhibit 4 - Private Equity Dealmakers Are Back at the Table


PE deal activity has rebounded in 2024 PE continues to gain share in the M&A market

Deal value ($billions)1 Number of deals M&A deals with PE involvement (%)2

200 1,500 50
45
1,250
40
150
35
1,000
30
100 750 25
20
500
15
50
10
250
5
0 0 0
2019 2020 2021 2022 2023 2024 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020 2022 H1
2024

Deal volume Deal value All majority deals


Majority deals exceeding $100 million in deal value

Sources: Refinitiv; BCG analysis.


Note: PE deal activity includes buy-side and sell-side involvement of financial sponsors. PE = private equity.
1Deal values include assumed liabilities.
2Based on M&A deals with majority ownership change.

BOSTON CONSULTING GROUP 5


Collaborative Ventures Continue to Gain Meanwhile, on the positive side, dealmakers benefit from
Popularity several tailwinds. Most of the year’s major elections,
including those in the EU, France, the UK, and India, are
Although their motivations may vary, many dealmakers are behind us, giving greater clarity to the political outlook.
considering collaborative ventures, which they regard as an In addition, many companies have healthy balance sheets,
important strategic tool. Companies announced several with cash ready to be deployed in deals. Moreover, as
sizable joint ventures and partnerships in 2024. Notably, mentioned above, PE firms have record levels of dry
established companies are collaborating with each other, powder available.
startups and technology firms, and PE players. Here are
four examples: Valuation levels have recovered as well. The current S&P
1200 price-to-earnings ratio is 24.5x, versus 15.5x in Octo-
• In India, The Walt Disney Co. and Reliance Industries re- ber 2022, and the price expectations of buyers and sellers
ceived conditional regulatory approval for an $8.5 billion have largely aligned. Furthermore, as inflation comes
merger of their Indian media assets into a joint venture under control, interest rates are dropping.
creating India’s largest entertainment company.
Taken together, these tailwinds could build momentum in
• German automaker Volkswagen agreed to invest in US- deal activity—especially as business confidence and senti-
based electric vehicle (EV) maker Rivian to form a joint ment gain strength.
venture aimed at developing and sharing EV architecture
and software. The anticipated investment is expected to
reach up to $5 billion over the coming years. Trends Promote M&A over the Long Term

• In the US, KKR and T-Mobile US joined forces to acquire Over the long term, several trends will continue to foster
subscription programming services provider Metronet an M&A recovery:
Holdings in a deal valued at $4.9 billion.
• Transformations. Staying the course is not an option in
• In the materials sector, BHP and Lundin Mining teamed an era of technological advances, geopolitical tensions,
up to acquire Canadian Filo and form a 50-50 joint ven- and economic uncertainty. Continuous development
ture. The collaboration seeks to advance the Filo del Sol and transformation are necessary to counter challenges
and Josemaria copper projects. The value of the deal is arising from new customer behaviors, supply chain dis-
$3.2 billion. ruptions, the energy transition, and evolving regulatory
frameworks. For many executives, gaining and retaining
competitive advantage and building resilience are top
Conditions May, on Balance, Foster Momentum priorities. M&A and divestitures are essential tools for
transforming companies, and their importance will only
Dealmakers must contend with several short-term head- increase. We expect to see more transformational deals,
winds. These include uncertainty caused by recent and including those involving assets outside the company’s
upcoming elections, the pace of interest rate cuts, the core business. (See Exhibit 5.) On the buy side, this
potential for an economic slowdown, and elevated market involves acquiring for growth, efficiency, technology, or
volatility. Longer-term concerns include evolving climate talent. On the sell side, it means divesting underper-
regulations, stricter antitrust laws, the fragmentation of forming business units or noncore assets.
global trade, and geopolitical tensions and conflicts.
• Climate and Sustainability. Green deals that pursue
The increasing influence of regulation and policy changes climate and sustainability objectives gained steam over
on M&A activity is noteworthy, too. Traditional antitrust the past decade. Although the focus on ESG issues has
regulations often complicate larger deals. In some cases, waned somewhat—particularly in North America—they
antitrust scrutiny promotes dealmaking because compa- remain firmly on CEO agendas. The ongoing energy
nies often use divestitures to address these concerns. transition, decarbonization, the rise of the circular
Dealmakers face further challenges related to foreign economy, and broader concerns about social impact are
direct investment regulations, national security concerns, influencing companies across all sectors. Acquisitions
and sanctions. In addition, M&A processes are now subject and divestitures are valuable tools for achieving strategic
to greater scrutiny owing to data and privacy protection goals related to these challenges.
laws, cybersecurity issues, and ESG and climate change
regulations. The impact of these factors varies significantly
by country.

6 2024 M&A REPORT


Exhibit 5 - Transformational and Green Deals Remain Popular
There is a long-term trend toward noncore Green deals are still on the agenda
acquisitions, despite a recent reversal

Deals considering the similarity of the primary Green deals in the acquirer's industry (percentage of all deals in
SIC code of the acquirer and target (%) the respective industry)

100 40
90 35
80
30
70
60 25
50 20
40 15
30
10
20
10 5
0 0
2010 2012 2014 2016 2018 2020 2022 H1 2010 2012 2014 2016 2018 2020 2022 H1
2024 2024

No common digit Two common digits Energy and utilities Industrials Consumer Health care
One common digit Three common digits Materials FIRE TMT

Sources: Refinitiv; BCG analysis.


Note: Data covers majority deals exceeding $100 million in value. We use SIC codes to measure the distance between the target’s industry and
the acquirer’s core business. FIRE = financial institutions and real estate; SIC = standard industrial classification; TMT = technology, media, and
telecommunications.

• Sector-Level Considerations. Global trends affect


different sectors to varying degrees. For example, ongo-
ing energy transition and decarbonization efforts are
E xercising caution in today’s environment is understand-
able, but it does not excuse a lack of preparation. Deal-
makers should take the opportunity to refine their strate-
especially influential in the energy, power, materials, and gies, identify suitable targets, build the right M&A teams
automotive sectors. On the other hand, the continuously and organizations, and invest in new technologies for deal
evolving regulatory landscape and increased antitrust execution. Now is also the ideal time to prepare for being a
scrutiny are of special concern to large tech and pharma target when dealmaking picks up, such as by prepackaging
companies as they continue to grow. carve-outs.

• Digitization and AI. The ongoing push for digitization For bold dealmakers, doing deals now—when the market
remains a major driver of deals. Recent advances in is not at its peak and valuations have not returned to their
generative AI (GenAI) and robotics, in particular, will heights—provides more time to ensure that transactions
continue to fuel M&A activity as companies pursue align closely with long-term strategy, often resulting in
emerging technological solutions and tech-enhanced higher returns. As always, dealmakers should maintain a
capabilities. In this context, “acquihire” deals—in which strong focus on the value creation thesis, especially syner-
the acquirer’s primary goal is to gain access to a com- gies and related integration implications.
pany’s highly skilled employees—are likely to become
more common. AI is also likely to transform the way deal In this period of relative calm, proactive preparation will
M&A teams operate and manage their activities. To keep differentiate dealmakers who are ready to navigate the
pace with ongoing advances, dealmakers must consider complexities of the market from those who are at risk of
how to integrate AI into their work. (See “Applying AI in being caught off guard. The next wave of M&A is building—
Dealmaking.”) and the companies that prepare for it now will be the ones
leading it.

BOSTON CONSULTING GROUP 7


Applying AI in Dealmaking

Already, numerous AI-enabled tools are available to support


the M&A process. For example, digital search tools enable
better and faster identification of potential acquisition
targets, and program management tools support integra-
tion and separation. Dealmakers can also use virtual data
rooms with advanced functionality, such as AI-based con-
tract redaction and information extraction. Increasingly,
such tools are incorporating AI and GenAI capabilities.

During due diligence, advanced analytics and machine


learning-based methods can provide insights by processing
large amounts of structured and unstructured data, lead-
ing to faster and more accurate decision making. AI can
also assist with various aspects of business planning,
financial modeling, and valuation. The increased speed
that AI-powered tools bring to tedious tasks such as docu-
ment review offers a clear indication of the technologies’
potential impact and its future role in dealmaking.

Overall, AI-based technologies should significantly enhance


productivity, and dealmakers are understandably eager to
capitalize on these efficiency gains. Beyond applying tech-
nology, success requires finding and retaining the right
talent and investing in developing the necessary skills
among deal team members.

8 2024 M&A REPORT


The Regional Perspective

I
n 2024, caution has been the prevailing theme for many The Africa Perspective by Seddik El Fihri
dealmakers worldwide. Although the market has recov-
ered from its late-2023 lows, a strong resurgence in M&A The Germany Perspective by Jens Kengelbach
activity has yet to materialize as companies navigate com-
plex political and macroeconomic landscapes. The India Perspective by Kanchan Samtani

BCG’s M&A Sentiment Index suggests that there will be The Middle East Perspective by Samuele Bellani
greater dealmaking activity for the remainder of the year.
The index continues to climb slowly but steadily, particular- The Southeast Asia Perspective by Jared Feiger
ly in North America and Europe. However, global deal
volume will probably still be below the long-term average. The UK Perspective by Edward Gore-Randall

To better understand the regional dynamics at work, BCG The US Perspective by Lianne Pot
asked experts in seven regions to describe the current state
of their M&A markets and share insights on the near-term
drivers of deal activity. Here are their perspectives:

BOSTON CONSULTING GROUP 9


The Africa Perspective by Seddik El Fihri Private capital has played a significant role in African
dealmaking throughout 2024. Carlyle’s acquisition in the
energy sector, noted above, could be a sign that big private
equity firms are interested in reentering the African market.
In addition, Hennessy Capital’s $530 million bid for
Zimbabwean Namib Materials highlights how the African
market is increasingly attracting international private capital.

Looking ahead, BCG’s M&A Sentiment Index indicates


stable sentiment among dealmakers globally. In Africa,
several key factors will shape the prospects for M&A:

• Securing Materials for Sustainable Technologies.


Dealmaking in Africa has stabilized in 2024, ending the Demand is increasing for rare-earth elements and other
downward trend that followed the post-pandemic peak in materials that play a central role in the global shift to-
2021. Larger-than-usual deals are the primary drivers of ward sustainable technologies. As a result, we expect to
this stabilization, even as deal volume remains significant- see an increase in dealmaking that focuses on securing
ly below historical levels. access to these vital resources throughout Africa.

During the first nine months of 2024, the total value of • Rising Interest from Non-African and Financial
deals in Africa rose by 36% compared with the same peri- Players. Non-African buyers or financial investors are
od in 2023, outpacing the global increase of 10%. However, executing a growing number of deals that involve African
the number of deals on the continent held steady year targets. Currently, inbound deals account for well over
over year, compared with the global reduction of 13%. half of all transactions—a sharp increase from several
Together, these figures point to a significant rise this year years ago when most deals were between regional play-
in the average deal size across Africa. ers. In part. this trend reflects the increasing presence
of Chinese buyers on the continent. At the same time,
Within the broader trend toward stabilization, several financial sponsors, including private equity firms and
sectors have witnessed significant transactions: sovereign wealth funds, are showing heightened interest
in African opportunities.
• Media. One of the most notable deals in the region this
year was the $1.8 billion bid by Canal+, a French media • Increasing Activity in South Africa. Dealmaking in
group, to acquire South African TV broadcaster Multi- South Africa is set to accelerate, buoyed by optimism
Choice Group. about the country’s macroeconomic outlook following
recent election results. This positive sentiment is attract-
• Energy. Energy deals continue to be a cornerstone ing both local firms with available cash and international
of African M&A. Standout deals in 2024 include Re- investors. In addition, the potential for lower interest rates
naissance’s $2.4 billion acquisition of Shell Petroleum and favorable valuations—especially for distressed com-
Development Nigeria and Carlyle’s $820 million buy- panies in need of capital—is further drawing investors to
out of Energean’s Egyptian and Mediterranean assets. the country.
Carlyle’s acquisition is part of a broader strategy to build
an integrated gas exploration and production company • Rapidly Developing African Economies. As the
in the region. region’s economies continue to grow, local companies
will use strategic deals to close gaps in their value
• Materials. The materials sector remains active, with chains and capabilities. For example, companies must
larger deals focused on gold mining. For instance, Gold strengthen local infrastructure and logistic networks to
Fields acquired Osisko Mining for $1.3 billion. One keep pace with consumers’ rising purchasing power and
notable non-mining deal is Savannah Clinker’s bid for evolving demands. And competition for technological
Kenya-based Bamburi Cement for $150 million. assets and talent may drive further M&A.

So far in 2024, South Africa has recorded the continent’s • Increasing Risk of Slowing Growth. Slower-than-
highest deal value (a total of $3.5 billion), primarily attrib- anticipated global economic growth is tempering re-
utable to Canal+’s acquisition of Multichoice Group. Nige- gional enthusiasm for M&A. Consequently, companies
ria follows closely at $3.4 billion and Egypt ranks third at may adopt a more cautious stance, choosing to observe
$913 million. In terms of transaction volume, South Africa market conditions carefully before committing to
leads with 118 deals, well ahead of Morocco (28), Nigeria significant transactions.
(25), Egypt (22), and Kenya (18). South Africa was also the
continent’s most active market in 2023, followed by Egypt.

10 2024 M&A REPORT


We expect these factors to provide continued support for • Energy. The ongoing energy transition continues to
M&A activity in Africa and to attract increased interest spur deals involving green energy sources in Germany. A
from foreign investors. Even so, the dealmaking landscape standout transaction is the $3.1 billion acquisition of re-
is likely to remain volatile, driven by sporadic large deals newables company Encavis by a consortium led by KKR
and concentrated activity in the continent’s more and Viessmann, a heating and energy solutions provider.
advanced economies.
Private equity firms have executed several high-profile
deals in Germany. A notable transaction is KPS Capital
The Germany Perspective by Jens Kengelbach Partners’ $3.8 billion acquisition of Innomotics, a carve-out
from Siemens. Elsewhere, CDPQ and TPG Capital joined
forces to purchase Aareon from Aareal Bank and Advent
International for $4.2 billion.

Looking ahead, BCG’s M&A Sentiment Index for Europe


indicates stable sentiment among dealmakers in the re-
gion, as decreasing interest rates are offset by a more
cautious economic outlook.

Dealmakers in the European Union are navigating a chal-


lenging regulatory environment, marked by recent inter-
ventions in the areas of antitrust and foreign investment.
German M&A activity has been sluggish in 2024, continuing These challenges are evident in the increasing time re-
a prolonged slowdown that began in the latter half of 2022. quired to close deals. A BCG study found that the average
The early signs of a dealmaking recovery that have ap- closing time for EU-based deals was 234 days in 2022—a
peared globally and in the rest of Europe are just beginning 54% increase since 2018. For deals exceeding $10 billion in
to become noticeable in the continent’s largest economy. value, closing times rose by 22% during the period from
2018 through 2022, averaging 279 days—2.5 months lon-
During the first nine months of 2024, German deal value ger than the average for all deals.
was 52% lower than during the same period in 2023. In
contrast, deal value increased by 10% globally and by 14% Amid persistent market volatility and macroeconomic and
in Europe overall. The number of deals in Germany de- geopolitical uncertainty, we see several catalysts for M&A
clined by 19%, versus 13% globally and 15% in Europe activity in Germany:
overall. As a result, M&A activity in Germany continues to
trail its long-term averages. • Energy Transition. The ongoing need to invest
in European energy independence and the shift to
Despite the prevailing sluggishness, dealmaking in Germa- renewable energy will influence various sectors and
ny’s industrial, financial, and energy sectors has been relative- continue to shape dealmaking.
ly robust in 2024, particularly for larger transactions:
• Automotive Transition. The automotive industry’s shift
• Industrial. Industrial companies have been central to to new technologies will necessitate dealmaking and oth-
Germany’s dealmaking activity in 2024. One highlight is er forms of collaboration within and outside the industry.
Bosch’s $8.1 billion acquisition of a residential and light A notable example is Volkswagen’s recent investment to
commercial HVAC business jointly owned by Johnson form a joint venture with EV maker Rivian Automotive.
Controls and Hitachi. That purchase represents Bosch’s
largest deal to date. Another notable transaction is • Digital Competencies. Companies will pursue deals to
Knorr-Bremse’s $700 million acquisition of Alstom’s acquire digital and technological competencies, particu-
North American rail signaling business. larly in response to the rising importance of GenAI-driven
innovations. An example is SAP’s $1.4 billion acquisition
• Financials. Rising interest rates have spurred M&A activ- of WalkMe, a business-transformation software company.
ity in Germany’s financial sector. Key deals include ABN
Amro’s $700 million acquisition of private bank Hauck The bottom line: despite short-term challenges, M&A
Aufhäuser Lampe, and Allianz’s $1.8 billion sale of its activity in Germany is showing the first signs of cautious
US middle-market commercial lines and entertainment recovery, as companies utilize M&A to adapt to new busi-
insurance businesses to Arch Insurance North America. ness models and technological demands.

BOSTON CONSULTING GROUP 11


The India Perspective by Kanchan Samtani Technology continues to be a central M&A theme as India’s
strengthening relations with the US and Europe coincide
with ongoing regulatory tensions between China and the
West. Capitalizing on the “Make in India” initiative, Apple
has announced plans to produce one-quarter of its iPhones
in India by 2030. At the same time, AI continues to gain
prominence, with the Indian government positioning the
country as a global hub for AI and digital technologies.

Private equity players made several other prominent Indian


deals. Examples include Advent merging Suven Pharma and
Cohance Lifesciences in a $1.0 billion deal and Warburg
buying Shriram Housing Finance through its affiliate Mango
M&A activity in India has been strong in 2024, bucking the Crest Investment for $550 million.
trend in other Asia-Pacific markets. This robust performance
marks a reversal of the sharp decline in deal-making that Looking ahead, BCG’s M&A Sentiment Index for Asia-Pacific
the country experienced from mid-2022 through 2023. indicates somewhat subdued sentiment among dealmakers
in the region—but with a cautious upward trend. Key drivers
In the first nine months of 2024, Indian deal value surged for this sluggishness include global geopolitical uncertainty
by 66% compared with the same period in 2023, supported and heightened risks of slowing growth.
by large deals. In comparison, deal value rose by only 10%
globally and declined by 5% in the Asia-Pacific region On the regulatory front, a BCG study found that the average
overall. Deal volume in India declined by 3%, but not as closing time for India-based acquirers has been increasing
sharply as it did globally (13%) or in the Asia-Pacific region as government scrutiny intensifies. In 2022, deals required,
as a whole (13%). on average, 220 days to close—an increase of approximately
30% since 2018. However, the Competition Commission of
Activity involving large deals in India was led by India (CCI) is set to release new merger regulations that
several sectors: incorporate global best practices and may reduce closing
delays. The regulations will include guidelines on how to
• TMT. Targets focused on technology, media, or telecom- assess transaction values to determine whether CCI
munications accounted for 40% of the total deal value approval is required. They will also streamline the merger
during the first nine months of 2024. In one of the largest approval process by reducing the decision timeline from 210
media deals, Viacom 18 Media agreed to merge with Star to 150 days.
India, a provider of subscription programming services.
Star India was owned by 21st Century Fox, which is con- Over the longer term, dealmaking in India will remain
trolled by Disney. The deal, now approved by regulators, robust as companies with strong balance sheets—flush
is valued at $3.1 billion. In the technology sector, Nidar with cash and significant capacity to take on debt—seek
Infrastructure, a provider of data processing and hosting assets with attractive valuations. Companies will continue
services, went public by reverse-merging with Cartica to focus on growth-oriented businesses that are financially
Acquisition Corp. The deal is valued at $2.8 billion. efficient and have a controlled spending strategy. Private
equity and venture capital investors will seek to deploy
• Industrials. Despite cautious global sentiment, indus- their record-high dry powder in cash-generating businesses
trial companies continue to lead Indian dealmaking in to get a better return.
2024. A noteworthy example is ACC-Ambuja Cement’s
acquisition of Penna Cement for $1.3 billion. The deal is
aimed at helping the Adani Group, the acquirer’s owner,
pursue its ongoing infrastructure requirements.

• Health Care. Health care targets remain an important


focus in 2024, driven primarily by domestic deals as
companies strive to maintain their leadership positions.
Notably, Mankind Pharma announced the $1.6 billion
acquisition of Bharat Serums & Vaccines, aiming to es-
tablish itself as the market leader in the women’s health
and fertility segment.

12 2024 M&A REPORT


The Middle East Perspective by Samuele Bellani • Energy. Energy remains one of the region’s most active
sectors. One example of a growing focus on renewable
energy is Masdar’s $2.7 billion acquisition of Terna En-
ergy. At the same time, a continued focus on monetizing
hydrocarbon resources is evident in the M&A activities of
regional national oil companies, such as Saudi Aramco
and ADNOC, particularly in the global downstream oil
and gas sector.

So far in 2024, the UAE has recorded the highest deal value
in the region (totaling $1.5 billion). Kuwait and Saudi
Arabia follow with deal values of $1.1 billion and $987
million, respectively. The UAE also led in the number of
In the Middle East, there is a clear divide in M&A between deals, with a total of 98 transactions, followed by Saudi
outbound deals and deals targeting companies within the Arabia with 47 deals and Kuwait with 10 deals.
region. Middle Eastern buyers continue to acquire compa-
nies outside the region, with outbound deal activity re- Looking ahead, BCG’s M&A Sentiment Index points toward
maining at the high levels seen since 2021. We anticipate stable sentiment among dealmakers globally. In the Middle
that robust outbound activity will persist. East, several key factors will shape the prospects for M&A:

For instance, ADNOC has ramped up its buy-side efforts, • Outbound Activity. Strategic players and financial
including the announced acquisition of German chemicals sponsors in the region will continue to invest outside of
company Covestro for $12.5 billion—the first purchase of a the Middle East.
German blue-chip company by a Middle Eastern buyer.
The deal is a cornerstone of ADNOC’s global growth strate- • Economic Diversification. Companies and govern-
gy and will provide the foundation for its international ments face a growing imperative to invest in diversifying
performance materials and specialty chemicals business. the region’s economy beyond its traditional reliance on
oil and natural gas production.
In contrast, M&A activity involving Middle Eastern targets
has been subdued in 2024, continuing the sharp decline • Global Uncertainty. Tensions between major global
that began after the pre-pandemic peak in 2019. In the powers continue to foster political and economic uncer-
first nine months of 2024, the deal value of transactions tainties, which could discourage cross-border dealmak-
targeting companies in the region dropped by 45% com- ing. In addition, increased regulatory scrutiny, partic-
pared with the same period in 2023. In contrast, global ularly in sectors such as technology and finance, may
deal value rose by 10%. Deal volume in the Middle East impede or block potential deals.
increased by 7%, versus a global decline of 13%.
• Rising Risk of Slowing Growth. Slower-than-expected
Despite the overall slump in transactions within the region, global economic growth is dampening regional enthusi-
noteworthy dealmaking has occurred in several sectors: asm for M&A. As a result, companies may take a more
cautious approach, opting to monitor market conditions
• Industrial. In the logistics industry, ADNOC acquired before committing to large transactions.
Navig8 for $1 billion. In the engineering industry, the
John Wood Group rejected Dar Al-Handasah’s $3.2 bil- Other promising trends could help lift the region out of its
lion bid to acquire it. dealmaking slump. These include the rapid development
of capital markets and the sharpening focus of sovereign
• Technology and Telecommunication. Technology and wealth funds on optimizing and monetizing their portfoli-
telecommunication assets are increasingly prominent in os. Together, these trends should provide long-term support
the region’s M&A landscape. Notable deals include Baya- for dealmaking in the Middle East.
nat AI’s bid to acquire Al Yah Satellite Communication for
$2.6 billion and UAE-based Rowad’s $250 million acquisi-
tion of Uganda Telecommunications. Another example is
Presight AI’s investment of $350 million in energy-focused
AI player AIQ.

BOSTON CONSULTING GROUP 13


The Southeast Asia Perspective by Jared Feiger • Industrial and Materials. Industrial and materials
targets remained important acquisition opportunities in
2024, making up 15% of SEA’s total deal value. For exam-
ple, Singapore’s Golden Energy and Resources, owned
by Indonesia’s Widjaja family, acquired a 70% stake in
Australia-based coal miner Illawarra Metallurgical Coal
from South32. The deal was valued at $1.65 billion.

Singapore continues to lead M&A activity in the region,


driven by its favorable investment climate and well-
developed financial sector. Amid US-China tensions, Singa-
pore and other SEA countries have emerged as top desti-
nations for companies seeking to diversify their supply
Dealmaking in Southeast Asia (SEA) has fallen to a 15-year chains via a “China plus one” strategy. Although compa-
low in 2024, exceeding the decline in the broader Asia- nies continue to maintain a presence in China, many are
Pacific (AP) market. The region’s projected economic growth, expanding their manufacturing operations within SEA,
however, will serve as a positive counterweight for companies leading to greater investment in the region.
looking to diversify their portfolios via acquisitions.
Dealmakers in SEA should prepare to navigate an evolving
Since peaking in 2021, M&A activity in SEA has declined regulatory environment. For example, Singapore recently
sharply, largely owing to the absence of large deals. Nota- passed the Significant Investments Review Act, which aims
bly, 2024 has so far seen only four deals exceeding $1 to regulate investments in entities critical to national
billion. In the first nine months of this year, SEA deal value security. In addition, the Malaysian Competition Commis-
dropped by 51% compared with the same period in 2023. sion is amending its merger control policies to align with
In contrast, deal value rose by 10% globally and declined international standards.
by 5% in the AP region overall. In terms of deal volume,
SEA fell by 3%, somewhat less than the declines globally A BCG study examined how regulatory developments are
(13%) and in the AP region as a whole (13%). affecting the time required to close deals. We found that
average closing times are decreasing in the AP region even
Despite the slump, significant transactions have occurred as they are increasing in Europe and North America. In
in several sectors: 2018, closing times in the AP region were longer than
those in the US and Europe. By 2022, however, the average
• TMT. Deals involving technology, media, and telecom- closing time in the region had decreased by 7%, falling to
munications companies have accounted for one-fifth 185 days. During the same period, the US saw a 10% in-
of all deals so far in 2024. This represents a reversion crease to 161 days, while Europe experienced a 27% rise to
to the long-term average following a downturn in 2023. 191 days. Notably, this downward trend applies only to
Tech companies seek to acquire capabilities (such as small and medium-size deals in the region. For AP transac-
e-commerce or artificial intelligence) that promote tions exceeding $10 billion in value, the average closing
growth. Other companies, such as telecom operators, time increased significantly by 125% from 2019 to 2022.
are divesting to deleverage and raise funds; for example,
PLDT and Telkom Indonesia are selling stakes in their Looking ahead, BCG’s M&A Sentiment Index for the AP
data center businesses. Also noteworthy is the Philip- region indicates slightly improving but subdued sentiment
pines’ first deal involving a special-purpose acquisition among dealmakers in the region. We see two key factors
company: hotel and entertainment firm Hotel101 Global underlying this sluggishness:
listed itself on the Nasdaq via a merger with JVSPAC
Acquisition Corp. • Global Uncertainty. Tensions between major global
powers continue to create uncertainties and discourage
• Energy. Companies are actively managing their portfoli- cross-border dealmaking. At the same time, increasing
os by acquiring assets in growth regions and monetizing regulatory scrutiny, especially in sectors such as technol-
mature assets. For example, France-based TotalEnergies ogy and finance, may impede or block potential deals.
acquired a 50% stake in SapuraOMV’s Malaysian oper-
ations for $900 million. TotalEnergies also divested its • Rising Risk of Slowing Growth. Economic growth
Brunei business for $250 million. rates across the globe were slower than expected and
may dampen regional M&A enthusiasm. As a result,
companies could adopt a more cautious approach to
M&A, preferring to observe market conditions before
committing to large transactions.

14 2024 M&A REPORT


Despite these challenges, M&A activity in SEA is expected to • Financial Services. Rising interest rates have spurred
benefit from strong economic prospects, digital transforma- M&A activity in the UK’s financial services sector. Key
tion, and further increases in inbound or intraregional deals include Nationwide Building Society’s $3.6 billion
cross-border transactions to diversify market exposure and acquisition of Virgin Money UK and an investor group’s
sources of growth. The region’s GDP is projected to grow by bid to acquire Hargreaves Lansdown for $6.7 billion.
4.7% in 2025, fueled by robust domestic demand. We expect Another trend involved food retailers’ divesting their
the technology sector to experience high levels of deal banking businesses, most notably Barclays acquisition of
activity as companies capitalize on further digital adoption. Tesco Personal Finance for $883 million. A second divest-
In addition, cross-border investments from China, Japan, and ment in the same segment involved NatWest acquiring J
the US should continue to support dealmaking in the region. Sainsbury’s banking business.

• Retail and Consumer. Among consumer goods


The UK Perspective by Edward Gore-Randall manufacturers, Carlsberg’s acquisition of Britvic for $4.1
billion—completed after several months of negotiating—
was a standout transaction. On the retail side, a notable
deal was JD Sports’ takeover of Hibbett for $1.1 billion.

Private equity firms have executed several high-profile


deals in the UK. Examples include Permira’s $6.6 billion
acquisition of Squarespace and Thoma Bravo’s purchase of
Darktrace for $5.5 billion.

Looking ahead, BCG’s M&A Sentiment Index for Europe


indicates stable sentiment among dealmakers in the re-
gion, as decreasing interest rates are offset by a more
In terms of deal value, M&A activity in the UK has re- cautious economic outlook.
bounded strongly this year, breaking out of the slowdown
that began in the latter half of 2022. During the first nine Dealmakers in the UK must contend with a changing
months of 2024, UK deal value was at more than twice the regulatory environment. In early 2024, amendments to
level achieved during the same period in 2023—a stagger- competition and consumer protection laws expanded the
ing 131% increase year over year. In contrast, deal value authority of the UK’s Competition and Markets Authority,
increased by 10% globally and by 14% in Europe overall. heightening antitrust concerns. These changes are likely to
increase the volatility and uncertainty of deal-closing time-
However, this leap in value resulted primarily from a small lines. A BCG study found that the average closing time for
number of very large deals. Overall, the number of UK UK-based deals was 166 days in 2022, down from 200 days
deals fell by 8%, versus declines of 13% globally and 15% in 2021. For deals exceeding $10 billion in value, however,
in Europe overall. The UK figures for value and volume are the average closing time from 2018 through 2022 was 253
approaching the country’s long-term averages. days—16% higher than the historical average for such large
deals from 2000 through 2022.
The UK’s industrial, financial services, and retail and
consumer sectors have been especially active in 2024, Nevertheless, we believe that the current positive trend in the
particularly for larger transactions: UK M&A activity will continue, driven by several catalysts:

• Industrials. Companies in this sector have played a • Evolving Demands in Materials and Mining. Mining
major role in the UK’s dealmaking activity in 2024. A companies will use M&A to respond to the growing
highlight is International Paper Company’s takeover need for critical transition resources (such as copper
of DS Smiths for $7.2 billion, outbidding Mondi for the and lithium) to support green business models, and to
acquisition. BHP’s failed attempt to take over Anglo adapt to the uncertain outlook for coal and other fossil
American for $36 billion is also noteworthy. Although BHP energy sources. Increasingly vocal investor demands for
pulled out, the proposed deal was a catalyst for several portfolio realignment are reinforcing this trend.
announced portfolio overhauls and transactions at Anglo
American. • Digital and Data Competencies. Companies will
pursue deals to acquire digital and technological compe-
tencies, particularly as generative AI-driven innovations
become more important. An example is BlackRock’s
purchase of Preqin Holding, a financial data company,
for $3.2 billion.

BOSTON CONSULTING GROUP 15


• Energy Transition. The ongoing need to invest in Eu- • Technology. Following a slow year for M&A in 2023,
ropean energy independence and the shift to renewable technology companies announced several large deals
energy will influence various sectors and continue to early in 2024. Synopsys, a company specializing in
shape dealmaking. semiconductor design software, acquired software maker
Ansys for $33.5 billion. That deal highlights the increas-
• Consumer Trends. Retail and consumer companies ing demand for computing power to support complex
must adjust to rapidly changing consumer behavior. The AI-driven applications. Another recent AI-focused trans-
rising importance of Generation Z and the retirement of action is Hewlett Packard Enterprise’s $15.4 billion
Baby Boomers are major factors in consumers’ evolving purchase of Juniper Networks.
demands and preferences.
• Consumer. Mars Inc.’s announced $36.1 billion acqui-
In 2024, UK dealmakers have shown resilience in the face sition of Kellanova, spun off by Kellogg Co. in the third
of persistent market volatility and macroeconomic and quarter of 2023, combines leading confectionery and
geopolitical uncertainty. All signs point to a continuation of snack brands. Upon completion, it will be the largest
the recovery. deal ever completed by a privately held company. Anoth-
er significant transaction, Home Depot’s $18.3 billion
purchase of SRS Distribution, aims to enhance the ac-
The US Perspective by Lianne Pot quirer’s delivery capabilities to better serve professional
customers and complex projects.

• Industrials. International Paper’s $11.1 billion purchase


of DS Smith strengthens the acquirer’s position in both
North America and Europe. Another major deal is Boe-
ing’s $8.6 billion acquisition of Spirit AeroSystems, a sup-
plier that the aerospace giant had spun off 20 years ago.

Private equity activity in the US has made a significant


comeback in 2024. Two take-private transactions highlight
renewed activity at the intersection of private equity and
technology: Accel Partners led a group of investors in
M&A activity in the US has been gaining momentum this year, acquiring payment provider Squarespace, while Clayton,
continuing the upward trend that began in the second half of Dubilier & Rice and other investors purchased revenue
2023. Still, the market has a long way to go to fully recover management software provider R1.
from the low levels of activity over the past 18 months.
The current regulatory environment poses significant
During the first nine months of 2024, US deal value was challenges, particularly following the issuance of new
21% higher than during the same period in 2023. In con- merger guidelines by the US Department of Justice and
trast, deal value increased by 10% globally. The number of the Federal Trade Commission. These challenges are evi-
US deals decreased by 11%, versus a 13% decline globally. dent in the longer time needed to close deals. A BCG study
Even so, M&A activity in the US continues to trail the found that the average closing time for US-based dealmak-
country’s long-term averages. ers in 2022 was 161 days, a 14% increase since 2018. For
deals exceeding $10 billion in value, closing times have
Dealmaking in the US energy sector has been robust, surged by 66% to an average of 323 days—double the
continuing the momentum from 2023. In addition, 2024 overall average. Adding to the uncertainty, the outcome of
has seen noteworthy larger transactions in the technology, the impending presidential election could have major
consumer, and industrial sectors: implications for merger scrutiny.

• Energy. Dealmaking in the upstream oil and gas sector Looking ahead, BCG’s M&A Sentiment Index for the Ameri-
has been especially active in 2024. Notable examples cas indicates slightly improving sentiment among dealmak-
include Diamondback Energy’s $25.8 billion acquisition ers in the region. Key drivers for this improvement are de-
of Endeavor Energy and ConocoPhillips’s $22.6 billion creasing interest rates and strong stock market performance.
purchase of Marathon Oil. Both deals mark significant
milestones in these acquirers’ M&A histories. They
also underscore the heightened industry interest in
exploration and production companies that focus on
unconventional resources.

16 2024 M&A REPORT


We see several catalysts for US M&A activity in the • Interest Rates. In September 2024, the US Federal Re-
years ahead: serve reduced interest rates by 50 basis points, marking
a shift in monetary policy. We expect this more favorable
• Energy Transition. The ongoing need for investment interest rate environment, potentially with further rate
in the energy transition is driving M&A across the entire cuts this year, to promote increased dealmaking activity.
energy sector. This includes not just upstream oil and
gas companies that focus on exploration and produc- Despite today’s challenging geopolitical and regulatory
tion, but also companies engaged in midstream and conditions, we believe that US M&A activity will soon stabilize
downstream activities. Companies will also pursue deals as uncertainties surrounding the upcoming federal elections
involving renewable energy and low-carbon solutions. are resolved. Companies will once again turn to M&A to drive
growth and adapt to technology-driven opportunities.
• Technology. AI and other megatrends are fueling the
need to invest in infrastructure, applications, and capa-
bilities. These investments will benefit semiconductor
makers, data centers, network providers, and software
companies. In addition, potential regulatory enforce-
ment could lead to breakups and larger divestitures.

BOSTON CONSULTING GROUP 17


Is Your M&A Organization Built to Win?

E
xperience makes the difference between successfully In a large-scale effort, BCG collaborated with global deal-
closing M&A deals and either missing opportunities makers to study the common pitfalls and success factors
or making poor choices. In BCG’s decades of support- involved in setting up M&A organizations. The study in-
ing and studying transactions, we have found that—in the cluded a survey of senior leaders from various regions,
long run—companies that regularly engage in deals create industries, and functions. (See “About the Survey.”)
more value and have higher success rates. Overall, they
create superior returns, whereas less-experienced compa- The study’s findings indicate that making the right choices
nies tend to destroy value. (See Exhibit 6.) in several key areas is essential for building effective M&A
organizations. Because each organization is unique, com-
What gives experienced companies their edge? They un- panies must tailor their design choices across these topics
derstand the fundamental importance of strong executive on the basis of a detailed understanding of the pros and
ownership and strategic guidance over M&A priorities. cons. Companies that succeed will create top-notch teams
Critically, they also recognize the essential role of a dedi- that are prepared to act decisively and effectively through-
cated and capable M&A organization to support their out the life cycle of each deal.
transaction activities. Operating with a clear mandate and
a well-structured, end-to-end process, the M&A organiza-
tion collaborates with business units to identify targets and
execute deals while expertly navigating a minefield of risks.

18 2024 M&A REPORT


About the Survey

BCG surveyed M&A executives globally to understand the


characteristics of their M&A organizations, focusing on
functional strategy and organizational setup, governance
and interfaces, and M&A processes and tools.

A total of 129 executives participated, with representation


from North America (39%), Europe (39%), and Asia (22%).
The respondents work in major industries: technology,
media, telecommunications (27%); health care (26%);
industrial manufacturing (19%); consumer and services
(13%); energy infrastructure (6%); retail (4%); automotive
(3%); and materials (2%).

The sample focused on C-level and senior leadership. Ap-


proximately 70% of respondents work in their company’s
M&A department or in corporate strategy or corporate
development. Most respondents (84%) work in the corpo-
rate center or headquarters, while the remainder hold posi-
tions in business or regional units. Most respondents are
highly experienced M&A professionals with comprehensive
knowledge of end-to-end M&A functions and processes.

Approximately two-thirds of respondents work for large


companies, primarily medium-size (500 to 5,000 FTEs) or
very large (over 10,000 FTEs) enterprises. The survey sam-
ple included almost equal numbers of respondents from
public and private companies.

BOSTON CONSULTING GROUP 19


Exhibit 6 - Dealmaking Experience Pays Off
Less-experienced acquirers don’t create long-term value

Two-year relative TSR (%)


2
1.42

–1
–0.90

–2
One-time acquirers Serial acquirers1
Acquirer experience level

Sources: Refinitiv; BCG analysis.


Note: The total of 28,032 M&A transactions comprises pending, partly completed, completed, and unconditional deals announced from 1990
through 2024, with deal value greater than $100 million and more than a 50% share acquired. Only deals with public buyers are included. TSR = total
shareholder return.
1
Acquirers that have completed at least five transactions in the data sample.

What Are the Common Challenges? Building an Effective M&A Organization

Understanding the common pain points that M&A profes- Building an effective M&A capability involves tailoring
sionals face in their daily work is crucial to designing effec- various design options to the company’s specific goals.
tive organizational structures. Survey respondents high- There are four key areas to consider: governance structure,
lighted several obstacles that many of them have functional structure and team size, collaboration models,
encountered. (See Exhibit 7.) and processes and tools. Companies can consider a set of
questions to guide their choices among the available op-
The most frequently cited challenge is a lack of promising tions. (See “Questions to Guide Design Decisions.”)
targets: 47% of respondents mentioned shortcomings in
their organization’s target search process. Nearly as many Governance Structure
(46%) pointed to unduly prolonged processes during trans- An M&A organization’s governance structure should align
action execution. And 43% noted the absence of a clearly with the company’s strategic objectives and business
defined growth strategy or described their company’s environment. The top-down governance approach empha-
approach as too opportunistic. sizes a structured and hierarchical decision-making pro-
cess in which directives flow from senior executives to the
The scope of the M&A organization’s perceived responsibil- operational teams. It is suitable for organizations operating
ities throughout the deal process is another significant in traditional and less dynamic industries. The primary
issue. Survey respondents see themselves as having a clear advantages of this structure are clear guidance and effi-
mandate to develop strategic rationales, conduct negotia- ciency, leveraging of executive expertise, and structured
tions, provide financial analyses, perform valuations, and communication. However, it may also limit flexibility and
manage processes and programs. (See Exhibit 8.) But slow decision making.
relatively few respondents see themselves as internal
advisors, integration planners, and communicators. For Bottom-up governance, in contrast, encourages more
maximum effectiveness, the deal team should be deeply ideation and innovation from lower organizational levels.
involved in all of these areas. Because this approach facilitates flexibility, innovation, and
faster decision making, it is popular in dynamic and inno-
Our discussions with successful dealmakers reinforce the vative industries where agility is crucial. It is also widely
importance of ensuring that the M&A organization have a employed by large conglomerates that have diverse, unre-
broader set of capabilities. (See “Lessons From Maersk’s lated business units. Potential challenges of this gover-
M&A-Driven Transformation.”) nance structure include strategic misalignment among
organizational levels and lack of transparency.

20 2024 M&A REPORT


Lessons From Maersk’s M&A-Driven
Transformation
Since 2017, A.P. Moller - Maersk has used a series of acqui-
sitions and divestments—including the $3.8 billion pur-
chase of LF Logistics and the $7.4 billion sale of Maersk
Oil—to transform itself from a shipping and energy con-
glomerate into an integrated logistics company.

We spoke to Peter Wikstrom, the company’s vice president


and head of M&A, to learn how an effective M&A organiza-
tion supported this transformation.

What was Maersk’s M&A organization like at the


beginning of this transformative journey, and what
did you change?

Initially, we had a very decentralized setup. Some mem-


bers of the M&A function were located at the group level,
while others belonged to M&A and broader corporate
development teams within the regions and business units.
So, as the first change, we centralized the M&A function to
ensure that we could prioritize opportunities efficiently to
achieve our overarching strategic goals.

The second change was to build up our centralized capabili-


ties. Our mantra was to build a team that could compete with
the best-in-class M&A teams across the industry, investment
banks, and private equity firms. To achieve this, we hired only
true M&A professionals—those with in-depth experience and
relevant skills, not just a general interest in M&A.

Finally, we clearly defined responsibilities throughout the


deal process, based on the four pillars of M&A—strategy
and sourcing, due diligence and execution, integration, and
long-term monitoring. For example, deal sourcing would
only happen centrally to ensure the highest quality stan-
dards and strategic fit. This helped us to source and exe-
cute opportunities more efficiently.

What do you view as the most important attributes


of an M&A organization?

In my experience, three attributes are essential: strategic


conviction, internal partnership, and accountability.

BOSTON CONSULTING GROUP 21


Forming a strategic conviction for a specific deal means
having a clear-cut answer to the question, “Why should we
acquire this target, considering the value it creates for our
customers and us?” To reach this answer, we involve key
business stakeholders early in the process and define how
the deal fits into our roadmap and how it adds value from
commercial, operational, technological, and financial
perspectives. This internal partnership with stakeholders
from business units and regions is crucial. We partner with
them throughout the process, rather than simply acquiring
a target and dropping it at their feet. Ultimately, we need
them to take ownership and accountability for the underly-
ing assumptions and the value-capture initiatives because
the target will be integrated into our business.

What are your biggest lessons from several large-


scale deals at Maersk?

For many deal teams, their work ends with deal signing or
closing. However, the subsequent integration phase is
equally important—if not more so. Even if a company has
selected the right target to acquire, which is a prerequisite
for success, a poorly managed postmerger integration will
destroy value. So, one key lesson is that M&A teams must
facilitate a proper platform for the integration phase. This
setup ensures that the company can utilize all insights
gained during the transaction to create a robust target
operating model, clarify synergy enablers, and identify the
actions required to capture value and mitigate risks.

We have already discussed the importance of involving other


parts of the organization in the deal process. Another lesson
is that, while this involvement is crucial, it is better to priori-
tize quality over quantity. The process benefits more from
having a few fully engaged stakeholders than from having
many people with only lateral involvement. This approach
also reinforces the accountability previously mentioned.

Finally, as an M&A leader, you need allies at the highest


levels of the organization who understand what an active
M&A agenda entails and how dealmaking works. Their sup-
port is crucial for gaining and maintaining momentum
while also converting on deals—that is, executing and
closing them. This includes securing board-level alignment
regarding your strategic goals at the start of the M&A
journey. Top executives must also be allies to support your
framework for end-to-end deal execution and to participate
in and stand behind critical decisions for each deal. Only
with this level of support can you truly become a success-
ful dealmaker in a complex corporate environment, be-
cause M&A is a team sport.

22 2024 M&A REPORT


Exhibit 7 - M&A Professionals Face Many Challenges in Their Daily Work
What do you consider the main pain points in your organization when it comes to M&A activities?

Search process yields too few viable targets 47%

Execution process takes too long 46%

Growth strategy is unclear or too opportunistic 43%

Insufficient focus on postmerger


40%
integration and value creation

Poor-quality results in due diligence


33%
(e.g., risks not sufficiently identified)

Overpaying for targets or poor negotiation 29%

Lack of organizational knowledge and experience 20%

Collaboration challenges with external advisors 16%

Other 2%

Sources: BCG M&A organization survey (N = 129); BCG analysis.


Note: Respondents were asked to select all answers that applied to their organization.

Exhibit 8 - Deal Teams Need a Broader Set of Responsibilities


What are the three most important functions of the M&A team throughout the deal process?

60%
57%
53% 52%

34%

24%

14%

5%

Strategic Negotiation Financial Financial Process Internal Integration Communications


rationale analysis valuation management advisor planning and
(buy-side and program postmerger
business case) management office integration

Sources: BCG M&A organization survey (N = 129); BCG analysis.


Note: Percentages represent the share of respondents who named the specified function as one of the three most important functions of the M&A team.

BOSTON CONSULTING GROUP 23


In any governance structure, decision-making bodies play Benchmarking and skill identification are essential to
important supporting roles. Depending on the region, the ensure that the M&A team has the resources and skills it
board of directors or C-level executives approve and update needs to handle various challenges. For example, bench-
the investment strategy, allocate capital, and define group marks are available for calculating the average number of
policies. These leaders also develop processes and respon- FTEs necessary to deliver a specific number of deals per
sibilities related to M&A activities, ensuring strategy imple- year, or the optimal ratio of executives to junior profession-
mentation across the organization. In an overlapping role, als. A BCG benchmarking survey revealed that the average
the investment committee prioritizes and recommends number of FTEs per M&A team increases steadily as the
investment decisions in line with strategic objectives, volume and value of deals rise. (See Exhibit 9.) For teams
challenges deal teams (for example, by verifying assump- with the largest deal volume and value, however, the num-
tions and prioritizing additional analysis), and contributes ber of FTEs decreases slightly—suggesting that serial
to M&A strategy execution. dealmakers can leverage superior capabilities to enhance
their teams’ efficiency.
Functional Structure and Team Size
The structure of the M&A function must align with the Collaboration Models
company’s overall strategy, ensure effective integration of There are several collaboration models, each with its
acquired entities, and support seamless operations. Sever- own distinct levels of interconnectedness and
al dimensions impact this structure: stakeholder involvement:

• Level of M&A Function. The M&A function’s position • Internal Collaboration. Options for internal collabo-
within the corporate hierarchy and its reporting structure ration include independent, interlinked, and integrat-
are crucial. Having the function report directly to C-level ed models. An independent model calls for the M&A
executives ensures top-level attention and strategic department to operate with loose ties to adjacent
alignment. On the other hand, integrating the function groups. This is suitable for organizations in which the
into another department enhances coordination and department’s activities are separate from those of other
resource sharing. functions. This model offers clear boundaries but may
not promote integration with the corporate strategy. In
• Allocation of Responsibilities. The distribution of contrast, teams that use an interlinked model share the
M&A responsibilities among executive roles affects the same reporting line and engage in frequent exchanges.
function’s focus and effectiveness. Assigning respon- This model enhances cooperation and alignment with
sibility to the CEO ensures strong strategic alignment, strategic goals, but it also requires robust coordination
whereas placing the CFO at the helm emphasizes finan- to avoid overlaps. In an integrated model, the strategy
cial discipline. Leadership by the chief operating officer department, business units, and M&A teams function as
or chief strategy officer stresses operational efficiency or a cohesive unit. This approach promotes alignment and
strategic execution, respectively. resource sharing but can be complex to manage.

• Degree of Centralization. A centralized M&A team • Stakeholder Involvement Across Deal Stages. Effec-
provides strong cohesion and quick decision making but tive collaboration requires participation from the board,
may give short shrift to business-unit-specific insights. executives, strategy departments, business units, and
In contrast, a divisional team optimizes capital alloca- M&A department at different stages. The board and the
tion and supports specialized tasks but requires careful executive leadership team define strategy top-down, with
coordination. Integrating the M&A team into a business the M&A department providing guidance. Deal sourcing
unit helps align it with business strategies but may raise and screening require high engagement from industry
issues with adherence to enterprise-level strategy. experts, strategy departments, and the M&A team. The
M&A department leads on deal design and valuation, of-
• Team Size and Resources. The scope of an M&A ten with input from external advisors. The M&A team and
organization’s activities affects its required team size board are highly involved in execution, too, with business
and skill level. After assessing the tradeoffs between units joining them to achieve post-merger integration.
utilization, flexibility, and costs, companies may choose
not to build subject matter expertise in certain func- • External Collaboration. External collaboration, par-
tions and business areas within the M&A organization. ticularly with regard to leveraging external advisors, is
To access needed expertise, companies must establish critical for supplementing internal capabilities. Selecting
strong interfaces that promote effective collaboration the right advisors can have a major impact on transac-
between the M&A organization and other departments tion success. Advisors should have a strong track record
and business units. and must possess the appropriate scale and flexibility
to provide services for the transaction. Their skill set
should enable them to efficiently handle process-related
and administrative tasks, and to offer valuable guidance
and insights. In addition, their networks should connect
them with relevant investors and stakeholders.

24 2024 M&A REPORT


Exhibit 9 - Team Size Increases with Deal Volume and Value, but Serial
Dealmakers Are More Efficient
Average size of M&A team per number of deals Average size of M&A team per deal value
Average FTE Superior capabilities Average FTE
reduce demand for FTEs
20 20

15 15

10 10

5 5

0 0
Less than 1 Less than 3 3 to 5 5 to 10 10 to 20 More than 20 <$200 $200 million– $500 million– $1 billion– $5 billion– >$10
million $500 million $1 billion $5 billion $10 billion billion
Average deals per year

Sources: BCG M&A organization survey (N = 129); BCG analysis.


Note: FTE = full-time equivalent employee.

Processes and Tools Imperatives for Top-Notch Functions


Establishing clear processes and leveraging appropriate
tools are critical to streamlining activities and achieving Drawing on lessons from best-in-class dealmakers, we have
desired outcomes. identified nine imperatives for elevating M&A organiza-
tions to top-notch functions:
In designing their processes, companies need to adopt a
set of principles that will ensure alignment with best prac- • Ensure executive ownership and strategic
tices. Successful acquirers follow well-defined criteria, alignment. Executive leadership must take ownership
maintain a predetermined M&A approach, and have a of M&A priorities and provide strategic guidance that
clear view of desirable targets. They also align key respon- fully aligns with business objectives. A strong, capable
sibilities and available resources on the basis of deal size. M&A team should support this vision, operating with
Unambiguous decision-making responsibility averts confu- a clear mandate and a structured approach to ensure
sion and ensures accountability. To monitor each deal’s successful execution.
progress, leading companies establish stage gates, approval
procedures, and tracking mechanisms. • Establish clear processes and responsibilities.
Leaders must clearly define decision-making process-
Companies can use several tools to support processes es and ensure that all participating parties know their
across the full M&A life cycle. Origination tools assist in the responsibilities. For example, planners should designate
initial stages, including target search, scouting, digital deal gatekeepers to make final decisions at specific points in
marketplaces, and target evaluation. Execution tools aid in the process.
project management, data handling, and due diligence.
Integration tools track synergies, monitor the progress of • Prioritize speed and pragmatism. Speed is essential
integration, and support a post-mortem analysis of the in many M&A processes, and decision makers often
deal. Other tools are available to manage the deal pipeline need to be pragmatic and take risks. Experienced
and track deal progress, thereby providing a comprehen- dealmakers can make sound decisions even without
sive view of M&A activities. complete information.

• Align the multiple stakeholders. Leaders should


establish common goals and strategies for all partici-
pants in the M&A process, including the teams in charge
of postmerger integration—a stage at which companies
often lose significant value.

BOSTON CONSULTING GROUP 25


• Apply lessons learned and expertise. Successful • Seek help from business experts. Leaders should in-
M&A requires learning from every deal and adhering to volve business experts in due diligence and postmerger
standards to maximize value. It is therefore important to integration planning, coaching them to work effectively
staff the organization with internal experts who under- within the company’s M&A process.
stand the intricacies of M&A.
• Use state-of-the-art tools. Analytics platforms, deal
• Be willing to invest in a stronger organization. management software, and other high-end tools can
Failed deals and ineffective processes carry high costs. help the company keep pace with market and technolog-
Leaders should consider building M&A muscle as an ical advances and conquer the complexity and scale of
investment in cost avoidance. dealmaking.

• Build a pipeline of targets. Companies need to use


all available internal and external resources to identify
opportunities for potential acquisitions. Leaders should
A s the M&A market’s recovery continues, now is the time
for companies to begin investing in their M&A capabili-
ties. Building or transforming an M&A organization is a
ensure that the business systematically organizes and time-consuming process. Although companies can complete
manages these opportunities to prioritize the most a well-structured program in as little as eight weeks, setting
promising targets and to streamline the decision-making the effort in motion requires significant planning. The poten-
process. Meticulous preparation enables dealmakers to tial payoff, however, is big: companies that invest in estab-
act quickly when desired targets come to market. lishing an effective M&A organization will position them-
selves to pursue significant value creation.

26 2024 M&A REPORT


Questions to Guide Design Decisions

To tailor the design of a best-in-class M&A function, com-


panies should answer five critical questions:

• What is the M&A function’s role in the company? Does it


reactively support ad-hoc decisions or proactively shape
corporate strategy?

• What expected value and volume of deals do we need to


realize in the next three to five years?

• Do we want to concentrate expertise on the M&A team


or spread it throughout the broader organization?

• How do we anticipate creating value from M&A? Where


do we fall on a continuum from purely financial value to
deeply strategic value?

• What degree of independence or managerial oversight


does the M&A function require in order to fulfill our
ambition?

BOSTON CONSULTING GROUP 27


Deals Are Taking Longer to Close.
How to Respond.
Dealmakers across the globe face intensifying challenges A recent BCG study analyzed how these challenges affect
in structuring and executing transactions. Regulators in the timelines and complexity of closing large M&A deals.
major jurisdictions, including the US, the EU, the UK, and The study produced three main findings:
Australia are adopting more aggressive stances. At the
same time, countries are implementing protectionist mea- • For deals larger than $2 billion, the period from signing
sures that in many cases target specific industries. Against to closing increased in the US and Europe from 2018
this backdrop, dealmakers must also cope with the uncer- through 2022. On average, deals exceeding $10 billion in
tain implications of this year’s elections. (See “A Year of value took 27% longer to close than those valued be-
Elections Heightens Uncertainty.”) tween $2 billion and $10 billion.

Despite the regulatory and geopolitical risks, approximately • Approximately 40% of transactions took longer to close
90% of deals worldwide proceeded to closing from 2018 than the timeline estimated in the deal announcement.
through 2022. Nevertheless, uncertainty about timelines has
factored into dealmakers’ financial and strategic assess- • Transactions with higher announced synergies, either
ments. The heightened complexity of integration planning as a percentage of deal value or in absolute terms, took
has taken a further toll on employees and other stakeholders. 30% longer than others to close.

28 2024 M&A REPORT


A Year of Elections Heightens Uncertainty

Already in 2024, voters have chosen leaders and representa-


tives in such economically important jurisdictions as the EU,
France, India, and the UK—and the US elections are still to
come. Market participants must grapple with uncertainty
about the policies of incoming governments. This uncertain-
ty affects businesses in areas that include not just the regu-
latory environment, but also potential changes in taxation,
spending priorities, and industry-specific policies.

New governments might reassess trade agreements, im-


pose tariffs, or renegotiate existing deals, creating a more
unpredictable environment for cross-border transactions.
Similarly, changes in antitrust enforcement, driven by new
administrations’ potentially more aggressive stances, could
disrupt established practices in the sectors of big tech or
biopharma or for large companies across industries. The
result could be significant corporate reorganization
through divestments or spinoffs.

The political orientation of new governments could have


substantial consequences for market openness. Leaders
with a protectionist agenda will seek to restrict market
access for foreign investors and complicate cross-border
M&A. Conversely, those preferring globalization will
encourage deregulation and open markets, potentially
stimulating M&A activity but also introducing volatility as
policies shift.

Investors are closely watching the foreign policy implica-


tions of this year’s elections, especially in light of existing
global tensions. Evolving foreign policy priorities will signifi-
cantly affect relationships between major economic pow-
ers, adding another layer of complexity for dealmaking.

BOSTON CONSULTING GROUP 29


Dealmakers must account for timing uncertainty in order Timelines Are Longer Than Expected
to maximize deal value and the employee experience. This
entails adapting their integration planning processes and Our study also sought to understand how companies
priorities during both the presigning and integration plan- communicate estimated closing timelines and how these
ning phases. estimates align with actual outcomes. To gain insights, we
conducted a generative-AI-based analysis of 175 docu-
ments published on the announcement day. These includ-
Deals Are Taking Longer to Close ed both official deal announcements and transcripts of
investor presentations. We applied a conservative interpre-
Globally, the period from signing to closing for deals exceed- tation of the announced closing timelines—for example,
ing $2 billion increased by 11% from 2018 to 2022, reaching we interpreted “closing in Q1 2024” to mean closing by
an average of 191 days. We see some variation in the data March 31, 2024.
across deal sizes. For example, the largest deals tend to take
the longest to close, with timelines increasing by double We found that approximately 40% of deals did not close
digits. (See Exhibit 10.) There are also regional differences. within the timeline specified in the documents. Almost
For example, on average, deals with a European acquirer two-thirds of these tardy deals required an additional three
have the longest closing timelines, while those with a US months or more to close. (See Exhibit 12.)
buyer have the shortest—although timelines are increasing
in both regions. (See Exhibit 11.) In contrast, overall time- The most common reasons for the delays were regulatory
lines for Asia-Pacific dealmakers are decreasing. issues and the complexity of deal structures. Our findings
highlight the challenges that dealmakers face in accurately
In addition to discerning longer closing timelines, our predicting the time frame from announcement to closing,
analysis found higher termination fees. (See “Termination effectively communicating this to investors, and successful-
Fees Are Rising.”) ly defining an integration plan.

Exhibit 10 - Closing Timelines Have Increased Since 2018, Especially for


Larger Deals
Average days to close M&A transactions, by transaction size (2018–2022)

US buyers European buyers Asia-Pacific buyers


Deal value

323 292 452


$10 billion
236 +66% 208 +19% 348 +125%
or more
195 245 201

$5 billion
170 501 185
to almost 229 –4% 293 +124% 189 –5%
$10 billion
177 224 195

$2 billion
135 190 210
to almost 148 +6% 183 +18% 193 –4%
$5 billion
128 161 219

2022 2021 2018–2020

Sources: S&P Capital IQ; BCG analysis.


Note: Data covers closed transactions valued at $2 billion or more, as of April 19, 2024. There were 432 deals with a US-based buyer; 133 deals with a
buyer based in Europe (the EU, Norway, Switzerland, and the UK); and 128 deals with a buyer based in the Asia-Pacific region (Australia, China, Hong
Kong, India, Japan, New Zealand, Singapore, and South Korea).

30 2024 M&A REPORT


Exhibit 11 - European Buyers Had the Longest Closing Timelines Overall
for Large Deals, and US Buyers the Shortest
Average days to close M&A transactions (2018–2022)

US buyers European buyers Asia-Pacific buyers

+10% +27% –7%


198
192 189 187 191
181 185
177
168 169 164
161
146 145 150

2018 2019 2020 2021 2022 2018 2019 2020 2021 2022 2018 2019 2020 2021 2022

COVID-19

Sources: S&P Capital IQ; BCG analysis.


Note: Data covers closed transactions valued at $2 billion or more, as of April 19, 2024. There were 432 deals with a US-based buyer; 133 deals with a
buyer based in Europe (the EU, Norway, Switzerland, and the UK); and 128 deals with a buyer based in the Asia-Pacific region (Australia, China, Hong
Kong, India, Japan, New Zealand, Singapore, and South Korea).

Exhibit 12 - More Than 40% of Deals Were Delayed, and More Than Half
of These Saw Long Delays
42% of deals do not close within the Among delayed deals, 63% exceed the expected
specified timeframe closing timeline by more than three months
Overall deal count, 2010–2022 Late deals by length of delay, as a percentage of total late deals,
2010–2022
128
167 (58%) 128 (42%)
27% 9 months or more
Deal count by announcement date, 2010–20221
13% 6 to almost 9 months
8 13 12 13 20 29 26 28 36 34 32 22 22

23% 3 to almost 6 months

38% Less than 3 months

2010 2012 2014 2016 2018 2020 2022

Deals that close within the stated window


Deals that close after the stated window

Sources: S&P Capital IQ; BCG analysis.


Note: N = 312 deals for the period 2010–2022 overall; of that number, 132 were delayed. Data includes only deals for which an announcement or call
transcript identified the planned closing date. An AI-powered analysis assessed the announced closing time, assuming a conservative interpretation.

BOSTON CONSULTING GROUP 31


Termination Fees Are Rising

As an additional measure of how the deal environment is


evolving, we looked at recent changes in termination fees
(also known as break-up fees). Termination fees protect
buyers and sellers financially if the other party does not
close the deal. They also deter parties from backing out of
a deal to pursue better opportunities or otherwise aban-
doning it without appropriate justification.

From 2021 through 2023, termination fees paid by US


buyers reached approximately 4% of deal value, compared
with 3% from 2016 through 2020. In contrast, termination
fees paid by US sellers have remained relatively stable,
increasing from 2.2% in the earlier period to 2.5% more
recently. In Europe, buyer termination fees have been more
volatile— peaking at 6% in 2022 before returning to the
pre-pandemic level of approximately 3%.

The rise in US buyer termination fees reflects growing


uncertainty around deal closing. Sellers are using their
negotiating leverage to secure greater financial protection
in case the deal they have entered into does not close—for
example, owing to regulatory complications.

32 2024 M&A REPORT


Higher Announced Synergies Correlate with Several factors explain the relationship between synergies
Longer Timelines and closing timelines. Larger deals often have larger
amounts of expected synergy, and such deals naturally
Synergies generally are crucial for dealmakers because take longer to close owing to their complexity and scale. In
they indicate the financial value created by merging the addition, higher absolute levels of synergy attract greater
two companies. Similarly, publicly announced synergies regulatory scrutiny, as authorities examine the sources of
provide a way to communicate the deal’s economic bene- these advantages to test for compliance and feasibility.
fits and rationale to investors. Previous BCG research Feasibility inquiries may include evaluating whether the
found that investors usually reward deals in which the merger’s perceived benefits are likely to outweigh the
parties include synergy estimates in the announcement regulators’ concerns. This more thorough examination
because these figures provide insight into the magnitude of creates the potential for delays, making close timelines
the potential value creation. uncertain.

Is there a connection between announced synergies and


closing timelines? Our analysis of 246 global deals con- Addressing the Uncertain and Prolonged
firms such a linkage. We measured announced synergies in Timelines
two ways: as a percentage of total deal value and as the
absolute amount of synergies estimated on the announce- The delayed closing timelines that our study confirms
ment day. For both metrics, we examined the top, middle, introduce several risks that affect integration planning and
and bottom thirds of the data range. execution. Chief among these are the slower pace and
smaller magnitude of synergy capture, resulting from
Not surprisingly, in cases where the percentage of deal planning constraints, changes in deal parameters, or devel-
value and the absolute value of announced synergies were opments in markets over a longer time frame. Other com-
low, the average closing time was lower than the overall mon risks include higher costs for legal counsel and inte-
average. But as the relative and absolute synergy values gration planning, inefficient resource use, and damage to
increased—whether for each metric individually or in employee morale during prolonged periods of uncertainty.
combination—the closing times rose to significantly higher
numbers than the overall average. (See Exhibit 13.)

Exhibit 13 - On Average, Deals with Higher Announced Synergies Took


Longer to Close
Average days to close, based on announced synergies

Announced synergies as a percentage of total deal value

Less than 2% 2% to 4% More than 4%

Less than 152 171 232


$100 million (N = 56) (N = 25) (N = 6)

Announced value $100 million to 198 233 198


of synergies $280 million (N = 16) (N = 28) (N = 33)

More than 282 277 274


$280 million (N = 10) (N = 29) (N = 43)

Difference relative to the average of 215 days to close:

More than 20% lower 5% to 20% lower Within 5% 5% to 20% higher More than 20% higher

Sources: Refinitiv; BCG analysis.


Note: Total N = 246. Includes only closed deals from 2018 to July 2024. Thresholds were determined based on 33rd and 66th percentiles of the data set.

BOSTON CONSULTING GROUP 33


Although the challenges are complex, dealmakers can • Take a conservative financial stance. To avoid over-
navigate them effectively through early and thoughtful reliance on early synergies, companies should adopt a
planning—both before signing the deal and during integra- more conservative public financial stance than business-
tion planning. es typically observe in deal announcements. They should
strive to ensure that internal targets, while aggressive,
Presigning Phase. Dealmakers should develop strong allow for the possibility that the business environment
internal processes and a clear M&A strategy through four may evolve in ways that could reduce synergy opportuni-
critical activities: ties, particularly for revenue.

• View deals through a regulatory lens. As they iden- • Communicate frequently with employees to main-
tify opportunities, dealmakers should aim to gain an tain morale. Companies should keep employees who
early understanding of which deals may face regulatory are involved in the integration informed about priority
or geopolitical obstacles. This is particularly important topics and the program’s evolution. They should explain
for the largest deals (those with a value of $10 billion any planned work stoppages that are necessary to com-
or more). However, other deals could also face scrutiny ply with regulatory requirements or to facilitate regula-
from regulators in the current environment. tory reviews and approvals. They should also regularly
remind all employees of the deal’s benefits, the future
• Build a diverse pipeline. Companies can create vision for the combined entity, and the importance of
options by building a deal pipeline that encompasses collaboration between the buyer and the seller.
transactions across a range of likelihoods for regulatory
scrutiny, avoiding overreliance on any single type of deal.

• Specify options when challenges arise. Deal partic-


R ecent and proposed regulatory changes highlight that
policymakers are significantly revising their approval
standards and altering the playing field for future deals. We
ipants should identify and detail possible remedies, and are seeing longer closing periods, greater uncertainty
clearly define go or no-go scenarios for abandoning deals. about approvals, and a need for additional remedies. Deal-
For example, they might consider selling parts of the busi- makers will feel the impacts of these changes throughout
ness that are likely to generate high regulatory scrutiny. the M&A life cycle and must respond accordingly, from
rethinking how they build a deal pipeline to negotiating
• Plan for a more conservative financial model. When and planning execution. These challenges are likely to
modeling a deal, dealmakers should account for slower intensify as new guidelines come into effect. In this rapidly
realization of synergies due to planning constraints and evolving environment, successful dealmakers will be more
higher costs related to legal fees, integration planning, persuasive in pitching deals to target companies and more
and other aspects of the deal that heightened scrutiny skillful in navigating the risks and complexities of height-
may affect. ened scrutiny.

Integration Planning. Companies should “go slow to go


fast,” emphasizing meticulous planning to prepare for
rapid and successful integration:

• Set clear priorities early. Dealmakers need to ar-


ticulate clear integration priorities, coordinating the
activities of the buyer’s and seller’s teams. They should
launch integration teams in a strategic sequence to
maximize value while avoiding excessive costs and
preventing deal fatigue among participants as the work
progresses. For example, they can prioritize teams that
focus on technology integration planning and realizing
quick wins on synergies. It is wise to approach the inte-
gration as a marathon, not a sprint.

34 2024 M&A REPORT


About the Authors
Jens Kengelbach is a managing director and senior part- Daniel Friedman is a managing director and senior
ner in the Munich office of Boston Consulting Group and is partner in the firm’s Los Angeles office and is the global
the global leader for mergers and acquisitions. You may leader for transactions and integrations. You may contact
contact him by email at [email protected]. him by email at [email protected].

Anant Shivraj is a managing director and partner in Lianne Pot is a managing director and senior partner in
BCG’s Singapore office and leads the transactions and the firm’s Los Angeles office and is the leader for transac-
integrations work for Asia-Pacific. You may contact him by tions and integrations in North America. You may contact
email at [email protected]. her by email at [email protected].

Andrew Simon is a managing director and partner in Patrick Sykes is a managing director and partner in the
BCG’s Dallas office. You may contact him by email at firm’s Chicago office and is the North America leader for
[email protected]. mergers and acquisitions. You may contact him by email at
[email protected].

Dominik Degen is a knowledge senior director, transac- Seddik El Fihri is a managing director and partner in the
tions and integrations excellence, in BCG’s Munich office firm’s Casablanca office. You may contact him by email at
and is global team leader for the transactions and integra- [email protected].
tions knowledge team. You may contact him by email at
[email protected].

Kanchan Samtani is Asia-Pacific leader for corporate Samuele Bellani is a managing director and partner in
finance and strategy and India leader for principal inves- the firm’s Dubai office. You may contact him by email at
tors and equity in BCG’s Mumbai - Nariman Point office. [email protected].
You may contact her by email at
[email protected].

Jared Feiger is a managing director and partner in BCG’s Edward Gore-Randall is a managing director and partner
Singapore office. You may contact him at in the firm’s London office and is a core member of the
[email protected]. transactions and integrations excellence team. You may
contact him at [email protected].

Maximilian Strauch is a project leader in BCG’s Berlin Daniel Kim is a knowledge expert and team manager in
office. You may contact him by email at the firm’s Munich office, and manages the transactions
[email protected]. and integrations knowledge team. You may contact him by
email at [email protected].

Thomas Endter is a knowledge expert and team manager For Further Contact
in BCG’s Toronto office. You may contact him by email at
[email protected]. If you would like to discuss this report, please contact the
authors.

BOSTON CONSULTING GROUP 35


Acknowledgments
From Africa Perspective article: From Southeast Asia Perspective article:

The author is grateful to Daniel Kim of BCG’s Transaction The author is grateful to Ashish Baid of BCG’s Transaction
Center for his valuable insights and support in the Center for his valuable insights and support in the
preparation of this article. preparation of this article.

From Germany Perspective article: From the UK Perspective article:

The author is grateful to Daniel Kim of BCG’s Transaction The author is grateful to Daniel Kim of BCG’s Transaction
Center for his valuable insights and support in the Center for his valuable insights and support in the
preparation of this article. preparation of this article.

From the India Perspective article: From the US Perspective article:

The author is grateful to Ashish Baid of BCG’s Transaction The author is grateful to Thomas Endter of BCG’s
Center for his valuable insights and support in the Transaction Center for his valuable insights and support in
preparation of this article. the preparation of this article.

From Middle East Perspective article:

The author is grateful to Daniel Kim of BCG’s Transaction


Center for his valuable insights and support in the
preparation of this article.

36 2024 M&A REPORT


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38 2024 M&A REPORT

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