As Ukraine is fighting off the brutal invasion by the Russian Federation, the Ukrainian M&A market is at its lowest point, at least in terms of the number of deals, since 2000. Still, interesting trends are emerging and there is great hope for a bright future.
The Activity of Local Buyers
There is a growing activity among successful Ukrainian businesses that have adapted to the challenging circumstances in Ukraine and are now looking for potential strategic acquisitions. One such example is OKKO, one of Ukraine’s leaders in fuel retail, venturing into renewables. OKKO is actively looking to acquire energy production facilities in Ukraine and has a clear strategy for moving forward.
This trend is visible for successful Ukrainian businesses across several industries, including energy, fuel retail, agriculture, etc. Unfortunately, the number of deals is still low, but given potential buyers’ expressed interest, we hope to see an increase in M&A driven by these deals soon.
What’s peculiar, if not surprising, is that the deal terms and structures we come across in our experience are not of a typical “distressed” M&A deal. The parties enjoy roughly equal bargaining power, and deal terms are reminiscent of an “ordinary” M&A transaction. The absence of widespread distressed M&A in Ukraine in times of a full-scale war is a testament to the resilience of Ukrainian companies.
This trend is similar to the one that occurred in 2014 after the first invasion of the Russian Federation in Crimea and the east of Ukraine. At that time, the total number of deals decreased while the proportion of deals involving Ukrainian buyers and targets increased. One of the reasons for such an outcome is that foreign buyers, understandably, took a more cautious approach toward Ukrainian companies due to geopolitical risks. In contrast, Ukrainian buyers continued to pursue their strategic acquisitions.
Foreign Strategic Buyers
We see that some foreign strategic buyers are expressing cautious interest in Ukrainian companies but are not yet actively acquiring them for the reasons mentioned above. Given the similarity of trends in 2014 and 2023, we expect a gradual increase in foreign acquisitions once the war ends, particularly to pre-2014 levels or even surpassing those.
Despite the overall low activity, some sectors, particularly tech, enjoyed some success. One such example is the sale of DMarket, a marketplace for virtual assets, to Mythical Games, a US-based game technology company.
Private Equity
The overall number of private equity deals has also been relatively low. Various PE funds are looking at Ukrainian companies – especially tech or export-oriented companies – but are reluctant to start actively investing due to the war.
Nevertheless, there are exemplary success cases that predict a more active market in the future. Two such cases are the investments by Horizon Capital into GoIT, a leading global edtech platform, and Preply, an online language learning marketplace that connects tutors to learners globally. These deals give hope for a more active M&A market in Ukraine and the Ukrainian tech sector in general.
Outbound M&A
Ukrainian buyers are now actively considering expanding their business into neighboring markets, such as Poland and Romania. We know several companies are actively exploring their options while others are already closing their deals. For example, Epicentr, a chain of hypermarkets, is investing in Intersport Polska, a Polish retailer, which will allow Epicentr to expand its presence in Poland.
Outbound M&A activity in Ukraine was traditionally low. The number of outbound M&A deals may increase now, as some Ukrainian buyers either run out of Ukrainian companies to buy (as sellers are not actively looking to sell) or perceive outbound acquisitions as safer in the face of the ongoing war.
Conclusion
Despite the challenges of the ongoing war, the Ukrainian M&A market demonstrates remarkable resilience and adaptability. Local businesses across various sectors are pursuing strategic acquisitions, signaling confidence and robustness in the face of adversity. The interest from foreign buyers and the emerging trend of outbound M&A underscore cautious optimism for the market’s future. This enduring spirit of enterprise lays the groundwork for Ukraine’s vibrant post-war economic recovery.
By Mykola Stetsenko, Managing Partner, and Andriy Romanchuk, Counsel, Avellum
This article was originally published in Issue 10.12 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.
