Mobility M&A – How the transaction landscape is changing - Berylls

ow dealmakers can seize new opportunities in a changed M&A landscape. The old one-size-fits-all approach to M&A no longer works, as companies struggle with shrinking profits and rising costs. But buyers and vendors can still execute successful transactions by adapting to the market

During the past few years, multiple crises have left their mark on the mobility industry, from the pandemic and disrupted supply chains, to the war in Ukraine, energy price rises and wider inflation. These shocks have reverberated across the industry’s M&A (Mergers & Acquisitions) landscape, providing an incentive for companies operating in the mobility sector to find new solutions for successful deals.

Changes in transaction activity depend heavily on the target company’s profitability

Source: Berylls Equity Partners (2023)

The following three M&A trends are currently shaping the landscape:

Increasing input costs resulting from the crises continue to undermine profitability

Between 2017 and 2022, suppliers’ average margin fell from 8.3% to 5.7%. Countermeasures have rarely been sufficient, with profits continuing to shrink. Declining profitability, rising capital costs and falling valuation multiples are shifting the M&A market balance towards lower valuations and less transaction activity.

Substantial reduction in the target companies with above-average profits and significant unique features that can attract most buy-out and growth capital private equity investors

Industry-specific investment risks are putting a strain on the risk premium. Given the debt ratio, the investment risk is around 20% higher for European mobility companies than the cross-industrial average.¹

In addition, higher interest rates have made debt financing more expensive and leverage-based investment models unprofitable, because of sector-specific higher risk-adjusted return expectations.

Most transactions in the mobility sector are shifting toward the underperforming and near-insolvency edge of the spectrum

Despite higher integration risks, strategic investors are showing interest in these transactions. Many financial investors are also trying to gain capital from seemingly favorable takeovers. However, this increased competition does not completely compensate for the increased supply, and there remains a supply overhang.

Vendors’ expectations formed on the basis of asset valuations or historic profitability prospects have not yet adjusted to the new reality, potentially preventing mutually beneficial transactions. The liquidation quota for insolvent companies with annual turnover of more than €20 million stood at 38% in 2022, compared with an average of 27% for the previous decade.²

The way in which transaction processes are managed will need to adapt to the mobility industry’s changed M&A environment. Vendors and sales consultants should proactively develop and implement takeover concepts which address the following challenges:

How can short-term liquidity and medium-to long-term positive cashflows be secured in a sustainable financial plan?
Which operational restructuring measures need to be implemented to re-establish the company’s profitability?
What is the strategic vision needed to secure sustainable profitable growth?

New opportunities are emerging at both ends of the transaction landscape

Source: Berylls Equity Partners (2023)

In addition, the current supply overhang requires vendors to show greater willingness to compromise, both regarding the purchase price and the financial structuring. Success-based purchase price components such as earn-out, and downstream purchase price payments such as vendor loans have become increasingly relevant, amid sector-specific risk factors and increased financing costs.

To capture all the opportunities in this changed M&A landscape, investors need to broaden their field of vision from two perspectives:

A). Buyers also need to adapt to the new reality: A “one size fits all” approach used to be enough for all transactions involving companies in crisis. Today, a range of different solutions are necessary. All stakeholders, including customers and employees, are increasingly calling for a sustainable solution which is tailored to the company’s business model and market position.

Investors now need versatile skills for successful takeovers, given the rolling series of different crises that have afflicted the industry in the last few years. These skills include strategy, restructuring and turnaround, financing, sector expertise and networking.

B). Investing in start-ups is an opportunity to profit from the mobility start-up boom of the past decade: Some of these companies have already proved their future viability and market maturity and have found investors outside the venture capital sector. They offer attractive growth and innovation prospects, particularly compared with traditional mobility companies. For example, while BMW wants to accelerate innovation in an existing technologic field with its investment in the electric motor start-up DeepDrive, Continental is tapping into a completely new business model with its participation in the digital advertising start-up 4.screen.

The mobility industry’s new M&A landscape contains great value-added potential for all participants, provided they have market-leading sector knowledge and expertise covering the whole transaction range.

¹ NYU Stern School of Business (2023)
² FalkenSteg Corporate Finance (2023)

Authors

Andreas Rauh

Executive Partner

andreas.rauh@berylls.com

Johannes Auch

Investment Analyst

johannes.auch@berylls.com

Andreas Rauh

Andreas Rauh joined Berylls Equity Partners as co-founder and managing director in January 2020. Berylls Equity Partners, as the investment company of the Berylls Group, invests in companies in the mobility industry that are in special situations.

Andreas is an expert in private equity, mergers & acquisitions and corporate management.

After ten years in transaction advisory with a focus on medium-sized companies, Andreas moved to the investment sector in 2014. There, he has since accompanied a double-digit number of company acquisitions and sales in a leading role.

Andreas is a business graduate with a diploma from the University of Trier and holds a Master of Science in Business degree from Handelshøyskolen BI.

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