Private equity, VC and M&A market in Ukraine 2022: expecting the end of the war

Ukrainian M&A by the numbers: 2022

According to InVenture estimates, the volume of announced and completed M&A transactions in Ukraine, including corporate transactions and venture transactions in the technology sector, amounted to $305 million in 2022. Given the low publicity and transparency of transactions, we assume that the size of the M&A market in Ukraine is somewhat higher, but does not exceed $400 million.

Compared to 2021, the total volume of M&A transactions decreased by 9 times: from $2.7 billion to $0.3 billion.

The number of M&A transactions worth more than $1 million also decreased by more than 2 times: from 120 transactions in 2021 to 54 transactions in 2022 (with 21 transactions in January-February 2022).

Relative stability in wartime was demonstrated only by the Ukrainian IT sector and the venture industry. In sectoral terms, the lion's share of transactions fell on venture capital deals and acquisitions of IT companies: $278 million (more than 90% of the total volume of M&A transactions in Ukraine) or 38 transactions (70% of the total number of M&A transactions in Ukraine). Compared to 2021, the number of transactions in the IT sector remained at the same level, but their volumes decreased by 3 times.

TOP-10 M&A and VC deals in Ukraine in 2022

Source: InVenture Database "M&A in Ukraine 2022"

Key trends in the private equity and M&A market

The full-scale war of Russia against Ukraine has practically stopped the M&A market in 2022. Many transactions for which preparations were made in 2021 have been canceled or postponed. The priorities of investors and business owners will shift towards the withdrawal of capital from Ukraine, the preservation of assets, adaptation to new realities and the survival of most large, medium and small businesses.

Most of the beneficiaries of the largest business in Ukraine, who historically acted as the main driver of the M&A market, have significantly lost in the capitalization of their assets and, accordingly, in the opportunities for making new transactions in the short and medium term.

Large Ukrainian businesses in the metallurgy sector, the agricultural sector, retail, construction, processing and mining industries have lost their investment potential for new M&A transactions. At the same time, the real estate, IT, and trade and services sectors in general are more resilient.

It is quite natural that foreign investors, to an even greater extent than domestic investors, stepped aside from plans to conduct M&A transactions during wartime in Ukraine. However, many investors who had plans to invest in the Ukrainian economy remain optimistic and are waiting for the end of the war.

Some Ukrainian investors shifted their investment focus to other countries during the war.

• Farmak invests over €20 million in a new pharmaceutical plant in Spain >>>
• Ukrainian manufacturer of household goods Biosfera will buy TM Alufix and a plant in Europe >>>
• Nova Poshta goes to Europe: first countries - Poland, Slovakia, Romania >>>
• BZK Grain Alliance AB bought an elevator in Slovakia >>>
• Kernel acquired 40% of the Swiss grain trader Avere Commodities SA for $32 million >>>

Announcements of new investment projects

At the same time, some companies have announced preparations for the implementation of new large-scale projects, among them the following should be highlighted:

• Irish Kingspan is going to use €200 million to create a construction technology campus in Ukraine >>>
• U PARKS CEO IMC is going to create a corn processing cluster in Ivano-Frankivsk region for $151 million >>>
• Novaya Post decided not to freeze investments and will send $100 million to the airline and the innovative terminal in Odessa >>>
• Nestlé to invest $40 million in the production of vermicelli and food products in Volyn region >>>
• Alebor Group invests $40 million in a grain terminal in the Chernivtsi region >>>
• Zammler to build a 60,000 m2 class "A" logistics complex in the Kyiv region for $34 million >>>
• DTEK invests about $30 million in two gas fields in Poltava region >>>
• UFuture is ready to invest $20 million in the creation of industrial parks in Lviv, Vinnitsa and Bucha >>>
• Kulinichi is going to invest about 20 million euros in the construction of a bakery in the Lviv region >>>

Fundraising not only for the Armed Forces of Ukraine, but also for business

In 2022, fundraising was actively taking place to raise funds for investment and venture funds for hundreds of millions of dollars with a focus on the implementation of projects in Ukraine.

The EBRD remains one major funds that support both public and private companies in Ukraine during the war. By the end of 2022, the bank’s investments in the Ukrainian economy should exceed more than €1.5 billion, the same target investment volume is envisaged by the EBRD for 2023. https://inventure.com.ua/analytics/formula/vklad-chastnyh-investorov-v-vosstanovlenie-ukrainy-budet-imet-reshayushee-znachenie

• Horizon Capital raised half of the funds for its new $250 million HCGF IV >>> EBRD is a core investors with a $40 mln commitment >>>
• International tech investor Flashpoint is raising a $75 million fund with a focus on Ukraine >>>
• ff Venture Capital Launches First US VC Fund Dedicated to Ukrainian Startups >>>
• Polish Inovo VC creates a new €100 million fund with a focus on Ukrainian startups >>>
• Demium Capital Launches a New Fund to Invest in Central European and Ukrainian Startups >>>
• The founders of Novaya Pochta and Fedoriv Group launched the investment fund Vesna.Capital >>>
• New VC fund hi5 Ventures launches in Ukraine >>>
• Denis Dovgopoly announced a $1.5-2 million fund for Ukrainian startups >>>
• GR Capital launches the second €100M venture capital fund >>>
• Former TA Ventures partner Igor Perciya launches a $25 million fund >>>
• Estonian fund Specialist VC raised €50 million and will invest in Ukrainian startups >>>

Arrests and seizure of assets

Throughout 2022, there was a massive seizure of assets belonging to Russian owners, shams and collaborators. Among the most famous companies and individuals who have been sanctioned are:

• Alexander Babakov, Evgeny Giner, Mikhail Voevodin - VS Energy (First Investment Bank - PIN Bank (88.89%), Zhytomiroblenergo JSC (95.54%), Khersonoblenergo JSC (99.99%), PJSC " Kirovogradoblenergo" (72.9%), JSC "Chernovtsioblenergo" (96.78%) and JSC "Rivnooblenergo" (93.24%), a number of investment funds with such assets as: Premier Palace Hotel (Kyiv); Premier Hotel Rus ( Kyiv); Premier Hotel Lybid (Kyiv); Premier Hotel Slavutych (Kyiv); Premier Hotel Dnister (Lviv); Premier Hotel Odessa (Odessa); Premier Compass Hotel Oleksandriya (Olexandria), shopping center "Metropolis", "Metrograd", PJSC " Ukrainian Innovation and Financial Company, Premier Palace Hotel PJSC, New Financial Company LLC and other assets.
• Vladimir Evtushenkov, AFK Sistema (Electrozavod-VIT LLC (42.09%), ITM-Ukraine LLC (59.2%), Smart Digital Solutions LLC (59.2%), Nauchno LLC engineering center "ZTZ-Service" (42.09%), JSC "Ukrainian Research Design and Technological Institute of Transformer Engineering (34.21%), 17 real estate objects with a total area of almost 100,000 sq.m.)
• Oleg Deripaska, RUSAL (Nikolaev Alumina Refinery (Guardon Ukraine LLC and Aluminum Company LLC, Glukhovsky Quartzite Quarry)
• Mikhail Fridman, Alfa-Bank (IDS Group Ukraine - Ukrainian producer of Morshynska and Mirgorodska mineral waters, as well as Alfa-Bank Ukraine (Sens Bank), which is preparing for nationalization
• Lilia Rotenberg and Arkady Rotenberg, TPS Real Estate (SEC "Ocean Plaza")
• Ilya Alexandrov (LLC "Ermak Gold" (TM "Products of Ermolino")
• Russian holding companies Rosatom (Energomashspetsstal), Tatneft (network of gas stations Tatneft), Rostec, Rosneft, Gazprom, HMS Group, and their subsidiaries in Ukraine
• Oleksandr Orlov (entertainment and restaurants - Queen Kyiv, Virgin Izakaya Bar, Eshak, Not Only Fish, Pila Fish, Queen Country Club, Fish Fetish)
• Amic Energy filling station network (308 real estate objects and corporate rights)
• Vladimir Krupchak (Kyiv Cardboard and Paper Mill)
• Igor Naumets (Unigran LLC)
• Vyacheslav Boguslaev (Motor Sich PJSC)
• Viktor Medvedchuk and Oksana Marchenko (230 Glusco gas stations, 154 movable and immovable property, Royal Romance yacht, hotel complexes, etc.)
• Dmitry Firtash, Regional Gas Company (share in 26 regional gas distribution system operators)

For the same reason, a deal to sell the Brocard perfumery chain (the beneficiary of which is Tatyana Volodina, the owner of the Russian chain «Letoile») to the Philippe Benacin Holding perfume holding, did not take place >>>

It is also worth remembering the transfer of some assets of large businessmen to state management for the wartime period: PJSC "Ukrnafta", PJSC "Ukrtatnafta", JSC "Motor Sich", PJSC "AvtoKrAZ" and PJSC "Zaporozhtransformator" >>>

Rinat Akhmetov renounced in favor of the state all broadcast and satellite television licenses of channels and print media licenses in Ukraine (TV channels "Ukraine" and "Ukraine 24", NLO TV, Indigo TV, channels of the Football group, OLL platform .TV, Xtra TV, online media segodnya.ua and Vogue.UA).

Forecasts

According to InVenture, a revival of the M&A market in 2023 is unlikely. In any case, it will fully depend on the situation at the front and have at least a year's time lag after the end of the war.

Most likely, deals in the IT sector and the venture industry will continue to take place.

Transactions are also possible in the agricultural sector of Ukraine. Against the backdrop of problems with grain logistics, high credit burden, rising costs of fertilizers, fuel, plant protection products, some owners of agricultural companies may initiate the sale of their assets, as well as reduce the sell price and cause demand from strategic investors.

For obvious reasons, M&A deals are most realistic for campaigns located in Western and Central Ukraine. The least promising are M&A transactions in the territories adjacent to the war zone and for enterprises located close to the border of the Russian Federation and Belarus. Also, businesses that have close ties with aggressor countries (from access to raw materials to consumers) remain at high risk.

In any case, the current situation plays against the sellers, since the value of the business is significantly reduced due to the existing risks due to the lack of economic stability and the unpredictability of further developments in military sphere.

On the other hand, selling a business at this time in Ukraine in many cases is not something impossible, first of all, of course, there will be a question of price.

The majority of business owners will be ready to sell their assets, the number of requests for the sale of companies is steadily increasing. However, many shareholders are not yet ready for large discounts (>30-50%) due to rising global inflation, hopes for an early victory in the war and the expection of capital inflows into the country.

Main participants of the M&A market in 2023

Despite the fact that the war had a negative impact on the majority of business owners, some businessmen remained relatively stable and continue to do their business.

Among those who can act as the main driving force for the acquisition of assets and new investments in Ukraine:

• Companies that are located in the Central and Western part of Ukraine, whose business, despite the war, was actively developing against the backdrop of the migration of effective demand.
• Export-oriented enterprises, which in the current conditions are in a winning position.
• Businessmen who keep their savings mainly in cash, who successfully exited the assets before the crises and the war.
• Companies whose products are in high demand during the war (for example, in the field of defense and support of the Armed Forces of Ukraine or goods of high social importance).
• Foreign investors whose strategy is focused on high risks and buying up assets at stressed prices.
• Newly created target funds and financial programs for the recovery and support of Ukrainian enterprises during the war.

What motivation for investors to conduct M&A deals in 2023?

Depending on the profile of the investor, the motivation for buying a business in 2023 will come down to the following:

• Buy a business or assets at a stressed price (significantly below cost / below market price), while discounts can be 30%-50% depending on the situation and the specifics of the assets.
• Solve the issue of relocation for core business.
• Absorb a weakened competitor.
• Purchasing a business to expand or optimize core business.
• Purchase of a new business in connection with the stop or loss pevious business, place of work, the desire to change the field of activity.
• Buying a business / assets with an eye on the post-war recovery of the economy, increasing of domestic demand.

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