The past two years have been challenging for dealmaking in consumer markets, with global deal volumes falling by 17% and deal values declining by 53% in 2023 from the peak of 2021. Macroeconomic factors—combined with financing challenges and a persistent, albeit narrowing, valuation gap between sellers and buyers—have made it harder to do deals in the sector. The mid-market showed more resilience, hence deals that did take place in 2023 were generally smaller than in previous years. Consumer markets corporates with strong balance sheets had an advantage over private equity (PE) in a more capital-constrained environment.
Conditions vary by region and even by territory, but global investor confidence is expected to renew in response to recent inflation data and signals from central banks that interest rates may hold or start to come down in 2024. For consumers, confidence and spending may take longer to recover. For companies, after two years of rapid cost and price inflation, the ability to navigate the drop in input-cost increases and the subsequent pressure on prices will have an impact on their profitability and will consequently affect their M&A activity—at least in the short term. In the medium to long term, we are optimistic that M&A activity in consumer markets will fully recover.
“While M&A in consumer markets may take longer to recover, it remains a powerful—and, indeed, essential—lever to transform, accelerate growth and give companies a competitive edge as they face tomorrow’s challenges.”
Hervé Roesch,Global Consumer Markets Deals Leader, Partner, PwC UKWith financing costs likely to remain elevated through 2024, we expect more transactions aimed, on the one hand, at deleveraging to strengthen balance sheets and sharpen focus and, on the other hand, striking bolt-on or synergistic deals aimed at gaining access to new products or markets, or to acquire key capabilities. Large transactions may remain challenging to pull off in general, and while we expect the trend of smaller deals to continue, these may require more complex and creative structures, such as joint ventures, earnouts or vendors’ loans.
With purchasing power still challenged, especially for middle-income families, we also expect greater dynamism at both ends of the value spectrum across all subsectors. Below, we discuss the subsectors in which we expect to see the most M&A activity. We also describe the key themes driving M&A in each subsector and more broadly across consumer markets in 2024.
We expect the following areas to be M&A hot spots in 2024:
Consumer companies will continue to focus on creating value by honing their portfolios in 2024 to adapt to macroeconomic and consumer trends. By selling off non-core assets, consumer companies can streamline their operations, reduce costs and free up resources that can be used to invest in their core business. Examples from consumer healthcare include the spin-off of Kenvue by Johnson & Johnson, which completed in August 2023, and Sanofi’s intended separation of its consumer health business, as noted above. Acquisitions will continue to be driven by the need for technology and sustainability capabilities as well as deals that enhance supply chain security or help build resilience, such as expansion in adjacent markets. The investment by The Schwarz Group, owner of Lidl, in AI company Aleph Alpha, mentioned in the discussion of the grocery retail sector above, is an example of consumer companies investing in technology to improve customer experience and enhance operations.
Given the higher cost of capital, companies are looking hard at their balance sheets, and we anticipate that companies will take further actions to reduce debt by removing some of the more capital-intensive assets, such as real estate, from balance sheets. For example, in December 2023, Decathlon sold the premises of about 90 of its European stores to US investor Realty Income.
We expect to see more distressed opportunities within consumer markets, particularly in the retail sector, as illustrated by Next’s acquisitions of the Cath Kidston and Joules brands out of bankruptcy. As interest rates remain high, further distress and insolvencies in consumer markets are expected in 2024, particularly in the retail and hospitality sectors. However, absent additional bad news about the economy, we do not expect the level of activity to be significantly higher than in 2023, when the number of retailers filing for bankruptcy surged. These included well-known names such as UK household goods discount retailer Wilko and US home goods retailer Bed Bath and Beyond.
M&A volumes and values in consumer markets decreased between 2022 and 2023 by 7% and 31%, respectively. The decline was consistent with the broader M&A market, which remained lacklustre as macroeconomic and geopolitical headwinds continued to dent both consumer and investor sentiment.
M&A trends were not uniform across countries or regions:
Asia Pacific. Deal volumes held steady and values declined by 9% between 2022 and 2023, although each country had its own story. For example, consumer markets deal volumes in China increased by 9% in 2023, but deal values fell by 33%. In Japan, by contrast, deal volumes remained flat but deal values increased by 58%, mainly due to a megadeal announced during the year.
Europe, the Middle East and Africa (EMEA). Deal volumes and values between 2022 and 2023 decreased by 13% and 48%, respectively. Inflation and macroeconomic conditions and the proximity of two ongoing wars have created greater macroeconomic uncertainty in the region, which saw the largest actual and percentage declines in M&A activity and deal values of the three regions.
Americas. Deal volumes and values between 2022 and 2023 decreased by 3% and 24%, respectively, with the drop in value attributable to a 20% drop in deals greater than US$2bn in value, partly attributable to a lack of financing to fund acquisitions.
The macroeconomic environment is expected to stabilise in 2024, with a positive impact on consumer sentiment. This in turn should improve investors’ confidence in consumer markets. We expect M&A activity to pick up, with acquisitions led by operators that can deliver synergies and transformation to create sustained outcomes, whilst portfolio reviews and financing hurdles will accelerate the disposal flow.