Growing trust helps flurry of Sino-German buyouts

A flurry of sales of German and Swiss companies to Chinese buyers in the past month is testament to increasing Chinese expertise in European bidding processes and growing trust, German bankers and advisers say. Those involved in the deals, which include ChemChina’s $43bn agreement to buy Swiss seeds and pesticides group Syngenta and the two biggest-ever Chinese acquisitions of German companies, say the two sides are making strides in mutual understanding. China has for years sought to buy in key technology rather than develop it at home more slowly, but attempts to reach deals have often failed. “The cultural dimension is very important,” said Frank-Christian Raffel, Munich-based partner in boutique advisory firm MelchersRaffel, which specialises in M&A deals between German-speaking and Asian countries. “One serious issue is a lack of trust on both sides. Whatever one side says is seen by the other as a tactic or a ruse, or is overinterpreted.” One Chinese investor became so suspicious on learning that not all of the German target company’s top and second-tier managers had yet been informed of the talks that the would-be investor walked out, seeing it as a sign that key personnel might not stay on after a takeover. “For them, the transaction was dead. It took three or four meetings to get the investors back to the table,” Raffel said. He added that when a Chinese firm was the target of a Western buyer, it was not unusual for as many as 10 top executives of the Chinese company to be present at M&A negotiations. Negotiations in the “walkout” case got back on track, Raffel said. He declined to name the firms involved because the talks are still ongoing but said the target was a family-owned automotive supplier with about €120mn ($136mn) in sales. The traditional nervousness, however, seems to be ebbing. These days an auction process is barely considered complete without at least one Chinese bidder, German bankers say. That can help to keep bids high, as Chinese buyers are often well-funded and have their own particular valuation criteria. “In the last 24-48 months, the Chinese have become markedly more active and professional in foreign acquisitions. So investment banks now approach the Chinese in virtually every auction,” said Jan Masek, co-head of mergers and acquisitions at HSBC in Frankfurt, who advised ChemChina on the Syngenta takeover, alongside China CITIC Bank. Syngenta’s advisers were Dyalco – the one-man business of former Goldman Sachs M&A head Gordon Dyal, alongside JP Morgan, Goldman Sachs and UBS. Outbound Chinese M&A topped $100bn for the first time last year, with Europe the biggest target region outside Asia. And Germany is seen as especially attractive for its technology, encouragement of foreign investment and business environment. “There are several factors which tilt things towards Germany,” said Mikko Huotari, head of the foreign relations programme at MERICS, a Berlin-based think tank focused on China. “We are seeing a new wave of Chinese capital entering Europe, and in particular Germany.” In the past month, ChemChina has agreed to buy German industrial machinery maker KraussMaffei for $1bn, Beijing Enterprises Holdings to buy Germany’s Energy from Waste for €1.44bn ($1.62bn) and Chengdu Techcent Environment Co to buy Bilfinger’s water treatment unit for €200mn. Those deals will be dwarfed by ChemChina’s planned acquisition of Syngenta, which will be its biggest buy so far in the German-speaking world provided a US review finds no threat to national security. “In the US it is getting increasingly difficult to obtain the necessary permissions,” says Christian Kames, Citi’s Germany investment banking head. The US last month blocked Philips’s plan to offload a part of its lighting businesses to Asian buyers. Citi is advising private equity firm KKR on the sale of German tableware and coffee machine maker WMF - whose consumer tableware brand is increasingly popular with China’s growing middle class. The sale may draw Asian bidders.  All these takeovers have in common the acquisition of technology that China needs to shift its economy from lower to higher-value production - something Germany has in plenty. “With technology gaps in areas such as next-generation lighting, automation/robotics, environmental technologies and aerospace, we expect to see a continued move to acquire know-how in these areas,” Barclays analysts wrote in a recent note. Chinese appliances maker Midea Group has rapidly built a stake of above 10% in German industrial robot maker Kuka, while the auction for German lighting group Osram’s Lamps unit is widely expected to be a contest between Chinese bidders. There are still pitfalls for Chinese companies buying German firms, with language and culture named as the biggest challenges in a survey of German companies and Chinese investors published by consultancy PwC last year. “Germans favour a direct communication style with a steady flow of information. Chinese managers, on the other hand, expect large parts of the information to be understood from the context of the conversation,” PwC wrote in a publication aimed at Chinese investors in Germany. Against that background, people like Yi Sun - who was born in Shanghai, studied German from the age of 12 and has lived in Germany for 18 years – are in high demand. She is now head of Ernst & Young’s China Competence Center for Germany, Switzerland and Austria. “The rising number of Chinese takeovers in Europe is also feeding through to the labour market,” she said. “All M&A advisory firms are tearing their hair out to find well-educated staff who speak Chinese, German and English – who unfortunately, given the high requirements, are still a rarity.”