Experts CornerKhaitan & Co

Post-covid era has accelerated the transition from the brick-and-mortar model to an increased omnipresence of digital transactions. With businesses continuing to evolve technologically, some have translated their digital challenges into strategic opportunities. Technology has driven global mergers and acquisitions (M&A) in the first half of 2022, accounting for 31 per cent of global M&A activity, (despite a general slowdown). Two thirds of the businesses prefer buying off-the-shelf technology solutions to ensure a seamless transition to a digital platform and increased valuation. Under cloud contracting, service levels, control of data and its usage rights have assumed greater significance, with separate liability, carve-outs are being included for data privacy and security breaches.

We see digital transformation dominating corporate landscape and propelling the following key emerging M&A trends:

Digital: Virtual and hybrid M&A processes

Digitisation and hybrid environments are gaining prominence in M&A deals combining an optimum mix of in person meetings and virtual interactions. Digital tools continue to predominate by facilitating global collaboration, efficient use of resources, cost reduction and timely completion of engagements, as Deloitte’s 2022 M&A trends survey, also states that 69 per cent businesses are using data analytics in their diligence, while 27 per cent are considering adding such capabilities. Drones and robots would enable visits to plants and warehouses as the eyes and ears of deal makers, however initial target screening would continue to be preferred via in-person meetings.

Digital transformation and restructuring

Companies are opting for restructuring to achieve digital transformation, process simplification, and automation. Majority of the organisations consider success of their M&A activity being dependent upon an effective digital transformation. Companies aim to transform their businesses and safeguard the future by acquiring capabilities to accelerate digital transactions. While some view it as a core precondition to remain competitive, driving innovation through acquisition of technology and/or talent to scale their existing offerings, others are devising means to retain the workforce by upskilling the talent pool to cope with disruptive innovations. There is an increased focus on suppliers and vertical integration to secure the supply chains. Globally, and in the private equity space, companies are prioritising cybersecurity, virtualised cloud technologies, data driven insights backed by analytics and artificial intelligence, fuelling cost reductions and efficiencies in businesses. The rapidly evolving global environment has amplified the need for agility and adaptability to remain relevant. Companies are manifesting signs of adaptation by acquiring new technology, with a digital focus and diversifying non-core businesses, by divesting thereby triggering an upsurge in the carve-out deals.

Regulatory spotlight with data privacy, cyber security and consumer protection

M&A is being pursued to enable digital transformation, which in turn requires process automation. In the wake of data monetisation, data explosion, and smart transactions enabled by artificial intelligence, there is an overarching need to strengthen the cybersecurity frameworks, enhancing data protection, data management protocols and confidentiality mechanisms. Virtual transactions permit greater surveillance, thereby adversely impacting privacy concerns. In this backdrop, cross border M&A has witnessed a proliferation of regulatory compliance, to ensure adherence to data localisation norms, and restrictions on the use, control, export and transfer of data. Dealing with voluminous data obtained via digital transactions further necessitates regulatory compliance ensuring reliability, ethical use, accountability, transparency, fairness and precluding any learned bias. With digital tools aiding facial recognition, biometrics, and monitoring through cameras, mechanisms are put in place to ensure crime prevention, and enforcement. Nonetheless, digital transformation has in turn heightened the regulatory spotlight over M&A deals (especially with big technological companies), from tightening the anti-trust competition rules, preventing any terror funding, money laundering or any white-collar crimes, to stringent governance and consumer protection norms, the scope of regulatory controls is continuously increasing.

Digital transformation trends across key industries

(i) Financial services: There is a continued focus on technology and the growing demand for sustainable investment options. Digital transformation critically impacts the financial sector from posing risks to supporting with risk assessment, risk management, fraud detection, prevention, mitigation, credit assessment, personalised banking, 24*7 customer interactions, and preventing cyber attacks. Companies in the banking sector leverage technology and drive efficiencies and the distressed assets produce a wave of M&A deals.

(ii) Pharma and health: Pharmaceutical companies continue to optimise portfolios for growth through deals providing access to new technologies such as biotechnology, cell, and gene therapy. In healthcare services, virtual evolution of health and wellness, speciality care platforms, telehealth, health tech and data analytic companies, attract investor interest.

(iii) Industrial manufacturing and automotive: With the ongoing convergence of mobility and digital commerce, strategic portfolio reviews and environmental, social and governance (ESG) are driving M&A activity particularly, deals that accelerate digital transformation such as electric, battery enabled and autonomous vehicles, batteries and charging technologies, next-generation materials, and manufacturing with non-fossil energy sources.

(iv) Technology, media, and telecommunications: As traditional industries face high disruption and innovative technologies, the technology sector continues to observe deal activity and value from across all sectors becoming an extremely attractive M&A target and boosting valuation to unprecedented levels, with companies seeking to acquire digital capabilities for the creation and expansion of the tech-enabled “metaverse”.

(v) Consumer services: Consumer preferences act as a catalyst for digitalisation and M&A activity sparked by trends of “conscious consumerism” creating the demand for new digitally enabled products, services, and business models. M&A is led by deals aimed at advancing technology and innovation.

(vi) Energy, utilities, and resources: M&A is used for furthering ESG goals to accelerate the transition towards clean energy, and focus on areas such as renewables, carbon emission, battery storage, transmission infrastructure and other clean technologies.

Companies, across industries, are ramping up their technological capabilities to keep pace with the accelerating consumer demand for cloud-based services, IT security and rapid digital advances. Though digital transformation offers benefits of cost reduction and increased data storage space, conversely it is also coupled with the challenges to data privacy, cybersecurity and migration from the legacy to new systems. As organisations advance their digital skills, managing a greater volume of high-value deals requires balancing agility with improved governance.

Digitisation has provided the much-needed resilience to the global M&A activity despite the impact of geopolitical uncertainty, and we note that the significance of technology in the M&A market will continue to be a prominent driver in times to come.


† Achint Kaur, Counsel, Khaitan & Co.