BDA Insights | 2024

Since the start of 2024, we have seen a strong upturn in M&A after a challenging year. BDA’s pipeline and sector expertise have continued to grow. We have published many insight pieces from our sector heads within Consumer & Retail, Health and Technology this year. Please join our mailing list to read our latest insights and reach out to BDA Partners for a discussion regarding specific M&A opportunities.

The beauty sector is glowing and glowing in Asia

North Asian countries already comprise the world’s largest markets for beauty and personal care products. China, Korea and Japan together represent 35% of the global market, with above average growth. China skyrocketed to become the industry leader in this region, but has witnessed a troubling market hangover in the last 12 months.

Asia GP-led secondaries: A new normal for liquidity?

GP-led secondaries have become a more attractive, alternative, path to liquidity amid a challenging exit environment for sponsors during the past two years. While APAC markets still lag behind their Western counterparts in utilising this type of transaction, recent completed transactions have been encouraging.

Say hello to the new Maharajahs: India is the new luxury hub

For a decade, China has been the engine for global luxury growth. China now accounts for 25% of global luxury spending, but this year, China’s growth has slowed to a trickle.

India today is a much smaller luxury market, representing 5% of global luxury spend, but it’s suddenly seeing explosive growth.

GDP growth, 8.2% in 2023, lit the touch paper. Next: the fireworks.

Software in Asia

Underpinned by continued digitalisation, rapid adoption of localised, cloud-native mission-critical Software, attractive demographics and other market tailwinds, Asian Software is set to outpace Global Software growth, reaching ~20% share of the Global Software market by 2028.

In our latest insight piece, we summarise our key observations on the Asian Software landscape.

China Healthcare M&A outlook for 2024

In China’s dynamic healthcare market, M&A activities are booming due to an ageing population and increasing consumer health demands. The sector is seeing heavy domestic investments from Chinese firms and Government funds.

In our latest Insights piece, we summarise the predicted outlook of China healthcare M&A for 2024.

HealthTech sector landscape

The HealthTech industry has seen substantial expansion in recent years, largely propelled by the widespread acceptance of digital healthcare services.

In this Insights piece, we summarise the global HealthTech sector landscape.

Asia Pacific’s luxury beauty segment – especially China – face the challenge of justifying high prices to increasingly sophisticated and discerning consumers, against a backdrop of economic uncertainty and rising quality and quantity of brands at more accessible price points. At the same time, younger women – and men – are spending more each year.

North America makes up 25% of the global market, while Europe makes up 20%. And those regions are increasingly looking to Asia for innovation and growth.

Asian beauty brands have recovered from the pandemic, and are jostling to find new, compelling ways to connect with consumers. Beauty influencers and DTC brands are both driving and adapting to buyer preferences.

In the past, people would buy beauty brands landed in China purely because they were ‘Made in France’ or ‘Made in Switzerland’. Suddenly now, Asian consumers are rediscovering and appreciating their own rich cultural backgrounds and ancient beauty practices.

This swelling national pride has encouraged new Chinese domestic labels to engage in premium-isation, to offer more interesting propositions, drawing on home advantage. Compared to international peers, they have innovated faster and shown themselves to be adaptable and responsive to local consumer trends. International brands are finding it increasingly hard to grow market share, unless they speak to local preferences.

L’Oréal remains the leading global beauty products company, with US$40bn in global sales, double the size of second-place Unilever. Rounding out the top five are Estée Lauder, P&G and the Japanese giant: Shiseido. All of these are fighting to find growth across Asia, although Estée’s big bets on China have mostly misfired.

Once the domain of Western beauty leaders, the cosmetics industry across Asia is now booming, at least outside China, blending Eastern and Western elements. Rising disposable income and evolving lifestyles drive this growth, marking the beauty industry as one of the most radiant and lucrative consumer segments.

BDA’s latest Insight report shows that:

Skincare continues to be a dominant force in Asia
Indian beauty is experiencing rapid growth, projected to reach US$33bn by 2027, with a CAGR of over 6%
Thailand’s beauty industry is growing and bifurcating, with both mass and premium brands performing well
Prominent Asian beauty companies are pursuing ambitious regional expansion across India, Thailand and Vietnam, accelerating expansion into secondary Asia Pacific markets

Younger emerging Western beauty leaders such as Kylie Cosmetics and Fenty Beauty are debuting in India, China and SE Asia to widen their consumer base.

The market is evolving and shifting fast. BDA is carefully monitoring these market dynamics, working on multiple transactions in the space. We’ve closed a number of exciting beauty transactions. We’re seeing strong dealflow. Let us know if we can help you.

GP-led secondaries have become a more attractive, alternative, path to liquidity amid a challenging exit environment for sponsors during the past two years. While APAC markets still lag behind their Western counterparts in terms of utilising this type of transaction, recent completed transactions have been encouraging.

In BDA’s latest insight piece, we share our key thoughts on the Asian GP-Led secondaries landscape:

Continuation Fund transactions, established in the US and Europe, are growing in Asia, with notable activity in Japan, India, China and SE Asia
Market volatility and challenging exits are driving more sponsors to the secondaries market
Secondary investors prioritise GP-alignment, growth and resilience; however macro-economic and political uncertainties, particularly in China, have lead to a pricing gap and a more cautious investment
Secondary funds “dry powder” remains high and investors are focusing on well-performing assets, strong GP-alignment and recession resilience

Download the full report for more insights on the Asian GP-led secondaries

For a decade, China has been the engine for global luxury growth. China now accounts for 25% of global luxury spending, but this year, China’s growth has slowed to a trickle.

India today is a much smaller luxury market, representing 5% of global luxury spend, but it’s suddenly seeing explosive growth.

GDP growth, 8.2% in 2023, lit the touch paper. Next: the fireworks.

India is the fastest-growing major global economy. Political reform and a fast-growing, hyper-aspirational, young middle-class are driving India toward being the third largest consumer market globally.

The luxury and ultra-luxury sectors, across real estate, hospitality, apparel, accessories and automotive, are witnessing phenomenal growth. In BDA’s latest insight piece, we analyse the tremendous growth of luxury in India.

India successfully rebounded from the disruptions of COVID-19 to emerge as the fastest-growing major economy
By 2030, 25% of India’s population will be aged between 20 and 33, positioning India as the largest “young consumer market” globally
The credit landscape has significantly shifted towards “buy now, pay later”, driven by an expanding ecosystem and increased discretionary spending
The Reserve Bank of India is enhancing credit accessibility in underserved sectors such as agriculture, small and medium enterprises and housing
India as a global tech hub has driven widespread adoption of digital payments, online shopping and social media engagement, prompting local companies to integrate new technologies to cater to evolving consumer demands
India’s luxury market is set to more than triple by 2030, driven by a growing consumer base and increasing wealth, particularly from high-net-worth individuals
India’s burgeoning high-end market is attracting global brands and incubating local luxury too

Download the full report for more insights on the luxury sector in India

About BDA Partners

BDA Partners is the global investment banking advisor for Asia. We are a premium provider of Asia-related advice to sophisticated clients globally, with over 25 years’ experience advising on cross-border M&A, capital raising, and financial restructuring. We provide global reach with our teams in New York and London, and true regional depth through our seven Asian offices in Mumbai, Singapore, Ho Chi Minh City, Hong Kong, Shanghai, Seoul and Tokyo. BDA has deep expertise in the Chemicals, Consumer & Retail, Health, Industrials, Services, Sustainability and Technology sectors. We work relentlessly to earn our clients’ trust by delivering insightful advice and outstanding outcomes.

BDA Partners has strategic partnerships with William Blair, a premier global investment banking business, and with DBJ (Development Bank of Japan), a Japanese Government-owned bank with US$150bn of assets.

US securities transactions are performed by BDA Partners’ affiliate, BDA Advisors Inc, a broker-dealer registered with the Securities and Exchange Commission (SEC). BDA Advisors Inc is a member of the Financial Industry Regulatory Authority (FINRA) and SIPC. In the UK, BDA Partners is authorized and regulated by the Financial Conduct Authority (FCA). In Hong Kong, BDA Partners (HK) Ltd is licensed and regulated by the Securities & Futures Commission (SFC) to conduct Type 1 and Type 4 regulated activities to professional investors. www.bdapartners.com

In our latest insight piece, we summarise our key observations on the Asian Software landscape:

Scaled Software companies have proven operating leverage, and demonstrated accelerating cash flow generating ability
Emerging technologies such as AI are expected to drive continued expenditure on Software
Software founders and management teams are increasingly tracking non-traditional SaaS-oriented metrics to meet the needs of savvy investors
Many traditional non-Software companies have become Software companies as they undertake such strategic M&As to remain relevant and competitive
Emergence of local champions driven by the heterogeneous nature of the Asian markets, with differing stages of development and diverse languages and cultures

Download the full report for more insights regarding Software in Asia.

In China’s dynamic healthcare market, M&A activities are booming due to an ageing population and increasing consumer health demands. The sector is seeing heavy domestic investments from Chinese firms and Government funds. PE firms are seizing M&A opportunities amid capital raising challenges. Chinese companies are also eyeing cross-border M&A for tech-driven healthcare targets. The market outlook indicates industry reshuffles, rising demands for elderly care and consumer health, and flexible growth strategies by multinational firms.

Investment trends highlight a focus on resilient segments, surging investment in out-of-pocket payment sectors and Chinese firms expanding globally, particularly across SE Asia and the Middle East. European healthcare companies remain attractive for Chinese investors; licensing deals are on the rise, led by Chinese pharma firms.

In our latest Insights piece, we summarise the predicted outlook of China healthcare M&A for 2024:

Domestic strategics, Government-backed funds and RMB funds are investing heavily in China’s healthcare market
There is an increasing difficulty for companies looking to raise capital in private or public markets, leading to M&A opportunities for large-cap PEs
Support from the Chinese government to grow the private healthcare sector, including the development of private hospitals and elderly and home care services
Narrowing valuation gap between IPO and trade sale facilitates more M&A deal completions

Download the full report for more Insights regarding the Chinese healthcare sector.

About BDA Partners

BDA Partners is the global investment banking advisor for Asia. We are a premium provider of Asia-related advice to sophisticated clients globally, with over 25 years’ experience advising on cross-border M&A, capital raising, and financial restructuring. We provide global reach with our teams in New York and London, and true regional depth through our seven Asian offices in Mumbai, Singapore, Ho Chi Minh City, Hong Kong, Shanghai, Seoul, and Tokyo. BDA has deep expertise in the Chemicals, Consumer & Retail, Health, Industrials, Services, Sustainability and Technology sectors. We work relentlessly to earn our clients’ trust by delivering insightful advice and outstanding outcomes.

The HealthTech industry has seen substantial expansion in recent years, largely propelled by the widespread acceptance of digital healthcare services. The COVID-19 pandemic has brought about a shift in people’s attitudes, resulting in increased confidence in virtual healthcare delivery and a noticeable increase in participation by service providers, a trend that has been historically low. In our latest insight piece, we summarise the global HealthTech sector landscape.

Global HealthTech sector continues to experience strong growth with a total market size of US$860bn+ in 2022, expected to grow at a 15% CAGR to 2028
COVID-19 disrupted the healthcare industry with HealthTech being the most direct beneficiary with an increase in both user and provider adoption
Healthcare eCommerce continues to be the path to monetisation, however, more companies are now adding digital health services to provide holistic offerings
Revenue Cycle Management (RCM) is one of the largest segments within the HealthTech sector with the US occupying ~55%+ of the global RCM market
Regulatory mandates for adoption of Electronic Health Records are driving growth for the RCM market. Outsourcing is expected to grow faster on the back of growing reimbursement complexity, need for increasing cash flow for hospitals operating at low margins, and offshoring capabilities
Expect to see significant cross-over, partnership and/or merger between pure healthcare eCommerce and digital health services platforms
Offline + Online integration expected to continue with traditional healthcare service providers adding digital capabilities through inorganic path
Consolidation in the digital HealthTech sector is expected to increase due to market fragmentation and slowdown in funding availability
Healthcare Analytics and RCM outsourcing players will continue to see significant traction from PE investors due to high growth and profitability

Download the full report for more insights regarding the global HealthTech sector landscape

About BDA Partners

BDA Partners is the global investment banking advisor for Asia. We are a premium provider of Asia-related advice to sophisticated clients globally, with over 25 years’ experience advising on cross-border M&A, capital raising, and financial restructuring. We provide global reach with our teams in New York and London, and true regional depth through our seven Asian offices in Mumbai, Singapore, Ho Chi Minh City, Hong Kong, Shanghai, Seoul, and Tokyo. BDA has deep expertise in the Chemicals, Consumer & Retail, Health, Industrials, Services, Sustainability and Technology sectors. We work relentlessly to earn our clients’ trust by delivering insightful advice and outstanding outcomes.

Jonathan Aiken, Partner and Head of London, discussed how a challenging economic environment is spurring the uptake of creative deal structures in a recent Ansarada Global Predictions Interview.

Which sectors, if any, do you believe will move to more aggressive growth strategies in their M&A programs, as opposed to more defensive dealmaking?

Within the mid-market, where we operate, investors strive for profitability and cashflow stability. In today’s complex investment environment, having high-revenue growth yet negative cashflow is completely out of vogue. Companies with a robust history of cashflow generation, for example the more resilient actors in the industrial and services sectors, have become good candidates for financing – or at least they don’t raise questions within investment committees or with their lenders. What one might think of as ‘traditional’ sector areas are outperforming as a result. Another example is healthcare, where macro trends such as aging populations and evolving healthcare needs in a post pandemic environment drive investment. The European luxury market has witnessed strong growth over the past few years. In France, some of the listed flagship leaders have seen phenomenal share price growth. While valuations have recently plateaued, the market boom reflects strong spending patterns of ultra-high-net-worth individuals from different regions across the globe – notably China and East Asia. Industries that have stronger cashflow and are more appealing to investors have been particularly resilient to the pressures within the global deal market. This is relevant to the mid-market, where M&A activity/volume has developed fairly well. It is at the higher end of the market where we have seen some multibillion-dollar transactions constrained due to a lack of availability of capital.

What do you think will be the biggest potential risks or challenges that dealmakers will have to contend with in 2024?

If you speak to dealmakers, the broad consensus would be the impact of unforeseen events. The global dealmaking community has lived through significant upheaval and sustained inflation. The challenges we are facing are significant and require nimble responses to seize new opportunities. Most practitioners believe that being able to react quickly to developing situations is a fundamental survival mechanism. On a micro level, it is worth sparing a thought for those managing their business through transactions, as often we hear of the difficulty in budgeting and forecasting while responding to supply chain disruption. Forecasting uncertainty and responding to market changes take up a disproportionate amount of business leaders’ time, and some do not have the necessary experience to build on. Some managers have not recently experienced significant inflation, for example, or needed to deploy price increases in their market – it is a novel experience for them. Even for leaders with 30 or 40 years of experience, the ability to respond and implement changes can be challenging. This dynamic ties into the broader dealmaking flow, as business leaders face the realization that their typical, traditional five-year business plan will not work in a challenging environment. Some businesses even have trouble forecasting growth over the next 12 months. This inherent uncertainty in the market creates a divergence between buyer and seller expectations – just one reason why dealmakers are experiencing difficulty closing transactions.

In your experience, how much more creative are dealmakers having to be, in terms of alternative deal structures, to bridge valuation gaps and get transactions over the line?

The market has come off a period of red-hot dealmaking in which the seller exercised an enormous amount of power, both in terms of the timing and terms of the transaction. During this period, we saw the dissipation, or disappearance in some cases, of dealmaking mechanisms such as earnouts. Now that dealmakers are operating in a much more uncertain environment, the balance of power has shifted, and some of these traditional mechanisms, including earnouts, are coming back to the fore to bridge the gap between buyer and seller expectations. We are also seeing a change in tack in relation to seller strategy. Whereas even in late 2022 financial sponsors would have run a competitive, fast-paced auction process, through 2023 owners of assets quietly and discreetly tested the market. This takes the form of entering into very specific conversations, seeking validation regarding buyer appetite, and even considering a bilateral process. This cautious, selective approach is very different to what we have seen in previous years. This period of relative quiet may present an interesting market environment for international buyers to consider deal opportunities. Many strategic buyers seeking cross-border opportunities have found it hard to compete against local sponsors within a competitive auction process when the market was booming. Now that valuations are more subdued, and the market is less pressured, it is an interesting time for international buyers. We will begin to see this trend play out, and it will be interesting to see how 2024 unfolds.

Amid a sea of economic and geopolitical challenges, are dealmakers dedicating more resources to due diligence to make sure potential deals get off on the right foot?

We are seeing a rise of vendor diligence across many different markets, even in markets that have not necessarily had a high level of experience in the process. In Asia, for example, a vendor will typically carry out financial, tax and other types of due diligence, whereas this was less common five years ago. ESG analysis is a newer area increasingly pursued. In the corporate carve-out space, a major cause of disagreement over value, and in many cases a potential roadblock in the deal, is within IT services, contracts and costing. In response to this challenge, we have seen a rise in thoughtful preparation of the IT diligence materials linked to IT resources for a dedicated asset and a focus on IT compliance. There is definitely more time and care spent on smoothing over potential issues. On the seller side, effective due diligence is part of de-risking a transaction and enhancing the probability of a deal crossing the line. We also see fairly rigorous and significant diligence analysis on the buyer side. Due to the shift in power between buyer and seller, the former can demand more concessions, and perhaps more price adjustments, by highlighting due diligence findings. It is in their interests to pursue the process vigorously.

About BDA Partners

BDA Partners is the global investment banking advisor for Asia. We are a premium provider of Asia-related advice to sophisticated clients globally, with over 25 years’ experience advising on cross-border M&A, capital raising, and financial restructuring. We provide global reach with our teams in New York and London, and true regional depth through our seven Asian offices in Mumbai, Singapore, Ho Chi Minh City, Hong Kong, Shanghai, Seoul, and Tokyo. BDA has deep expertise in the Chemicals, Consumer & Retail, Health, Industrials, Services, Sustainability and Technology sectors. We work relentlessly to earn our clients’ trust by delivering insightful advice and outstanding outcomes.

One of the most promising shifts for decarbonisation is the introduction of “Cooling-as-a-Service” or “CaaS”. With temperatures rising globally, temperature cooling has never been as important but comes with a significant environmental footprint. Outsourcing cooling to a third party directly incentivises these service providers to provide service as efficiently and environmentally friendly as possible and design a better, less carbon-intensive cooling infrastructure.

The carbon footprint of the “built environment” already represents ~26% of global CO2 emissions and will continue to become more significant without fundamental change
The CaaS model allows the service provider to assume full responsibility for the design and investment ownership required for the cooling installation and related equipment, associated energy and water consumption, and it’s operation, maintenance and optimisation
The service provider is accountable for achieving specific metrics while charging at a fixed price
The client is only responsible for ensuring a consistent supply of electricity and water to the equipment
The CaaS provider is therefore directly incentivised to install and/or run the equipment in the most efficient way possible

Download the full report for more insight regarding CaaS and its potential impact on decarbonisation

Sources: United Nations, Global Change Data Lab, IEA, The Economist

About BDA Partners

BDA Partners is the global investment banking advisor for Asia. We are a premium provider of Asia-related advice to sophisticated clients globally, with over 25 years’ experience advising on cross-border M&A, capital raising, and financial restructuring. We provide global reach with our teams in New York and London, and true regional depth through our seven Asian offices in Mumbai, Singapore, Ho Chi Minh City, Hong Kong, Shanghai, Seoul, and Tokyo. BDA has deep expertise in the Chemicals, Consumer & Retail, Health, Industrials, Services, Sustainability and Technology sectors. We work relentlessly to earn our clients’ trust by delivering insightful advice and outstanding outcomes.

Ruari Sinclair, Director, BDA Partners, shares his insights with Morrison Foerster and AVCJ in the Asia Funds ESG Report 2023.

To what extent do investors regard ESG as a driver of value creation?

Value creation and superior returns on exits are widely considered globally, and now in Asia, as the critical driver for ESG initiatives with financial sponsors. We see ESG being integrated more and more into the post-acquisition value creation plans. However, we also see differences in ESG approach and maturity across the region by different financial sponsors, industries and portfolio companies. There is still a lot of work to do in Asia for ESG, but it is certainly gaining momentum.

How do you demonstrate the ESG value?

This is a key question that we get asked regularly. The reality is the ESG valuation premium is specific to each company and exit process. It remains challenging to give even a ballpark estimate for the IRR or multiple uplift from successful ESG initiatives, let alone a precise one. However, through various factors such as measurable ESG data, financial analysis, benchmarking and good leadership, we believe a premium valuation can be achieved on exit. Finally, ESG is now a recurring cost (or investment) of operating and owning a business. You can’t ignore ESG because if you do, you may lose your competitive advantage, fall on the wrong side of the increasing regulatory requirements and greenwashing risk. ESG improvements and value creation takes time and requires significant expertise and resources to create value.

Where is value most likely to come from?

There is a range of ESG factors now responsible for creating value on an exit, but we need to identify these on a case-by-case basis. As companies strive to have more sustainable business models, they focus on new product development, entering new markets, developing cleaner manufacturing processes, supply chain improvements, etc. Focusing on the ESG value factors, which are most material to the company and the industry, will yield the highest returns on an exit. We are currently working on a sale process for an Asian sponsor for its European consumer portfolio company. The company is facing increased product sustainability regulation changes in the coming years. They have invested significant resources and leadership to create a more sustainable product which will create significant environmental benefits for customers and employees, along with improving profitability from the new products and a cleaner manufacturing process. We believe communicating the ESG equity story will support the investment thesis for the company being a market leader, commanding a premium valuation on exit. Finally, further value from ESG initiatives will start becoming more prominent with wider use of sustainability-linked financing where the interest rate of the credit facility will be linked to agreed targets, such as reduction in greenhouse gas emissions (GHG) and gender diversity.

How does BDA approach ESG in an M&A sales process?

BDA has established an ESG Transaction Advisory team where we work with clients to better understand the material ESG initiatives, opportunities and risks relevant to their portfolio company.

ESG is now more integrated into both selland buy-side due diligence, especially for financial sponsors and how they look at acquisitions at various stages through the acquisition process with their investment committees. Consequently, this needs to be communicated early in a sales process to avoid sponsors rejecting an opportunity for not being able to address key ESG questions.

The BDA ESG Transaction Advisory team follows three steps during the M&A sales process.

First, we communicate in our sell-side marketing materials the company’s successful ESG initiatives to date, the stage of the company’s ESG journey and future ESG strategy.

Secondly, we are recommending to our clients to include ESG vendor due diligence (VDD) along with other VDD reports. ESG VDD can also be connected with the commercial and financial VDD reports to help evidence the financial and commercial drivers. To the extent material—and where the data allows—any ESG driven margin improvements, new product launches and capex should be separately identifiable in the financial model to evidence the value creation.

Thirdly, being aware and on the front foot regarding key risk ESG due diligence topics such as GHG and supply chain reporting (especially in Asia) will help preserve value. Supply chain is a particularly important topic for companies in Asia serving customers in the West, where modern slavery, health and safety, and labor rights are gaining increased focus. This became a key diligence topic when we advised on the recent sale of Hop Lun to Platinum Equity. Communicating the ESG value creation story and addressing any risks early in a sales process will help increase buyer interest globally, avoid sale process disruption and maximize returns on exit.

About BDA Partners

BDA Partners is the global investment banking advisor for Asia. We are a premium provider of Asia-related advice to sophisticated clients globally, with over 25 years’ experience advising on cross-border M&A, capital raising, and financial restructuring. We provide global reach with our teams in New York and London, and true regional depth through our seven Asian offices in Mumbai, Singapore, Ho Chi Minh City, Hong Kong, Shanghai, Seoul, and Tokyo. BDA has deep expertise in the Chemicals, Consumer & Retail, Health, Industrials, Services, Sustainability and Technology sectors. We work relentlessly to earn our clients’ trust by delivering insightful advice and outstanding outcomes.