private equity briefing: southeast asia march 2016 - … · private equity briefing: southeast asia...

1Private equity briefing: SEA

Private equitybriefing:Southeast AsiaMarch 2016


This quarterly briefing offersyou a roundup of the privateequity deals and capitalactivities across majorsectors in the quarter andtrends that are shapinginvestment decisions today.

It distills the perspectives ofour team of subject-matterprofessionals in the regioninto pertinent insights tokeep you ahead in navigatingthe private equity landscape.


01Outlook

02Investments

03Exits

04Fund-raising

05Sector infocus:health care

06Interview:Jean-ChristopheMarti

07Ourservices:PE valuecreation

Contents4 6 10 12 14 16 18


Outlook

We enter 2016 with investor appetite at an all-time high despite seeinga fall in private equity (PE) transaction activity in 2015.

The overall value of PE deals completed in 2015, at US$5.5b, was 11% lower than 2014. This, driven by the economicuncertainties experienced regionally and globally, was lower than what many analysts predicted. Overall deal volumeswere up as a result of the Southeast Asia region having a continued increase in early-stage technology deals.

Caution being exercised before investingA number of events in 2015 saw investors being more cautious when executing deals, impacting both investments andexits. This was driven by political change and instability in the region, a slowdown in the Chinese economy and a slumpin commodities, resulting in a significant devaluation of a number of Southeast Asia’s strongest currencies.

Our Southeast Asian issue of the EY Global Capital Confidence Barometer, which was released in December 2015,highlights the impact of these conditions with 61% of respondents stating that the increased volatility in commoditiesand currencies has been elevated on the boardroom agenda.

These economic conditions have resulted in deals being put on hold. Deal pipelines remain strong but some investorsare waiting for economies to stabilize before pressing ahead with transactions. We believe that the factors that havecaused a slowdown in PE activity could very well be the stimulant for deal activity in 2016.

Lastly, 2015 was the first in a number of years to not experience a mega deal. These deals, given their size,disproportionately impact the overall trends experienced across the region. Far from turning their backs on suchopportunities, we have seen that the majority of the largest PE houses increased their focus on the Southeast Asianmarket. As a result, we expect to see the return of large PE deals in 2016.

01


Indications point to a bright outlook for 2016There are a vast number of indications that suggest we should expect to see a sharpincrease in deal activity in 2016.

First, investor sentiment across the Southeast Asian region is as strong as it has everbeen. This is evidenced by fund-raising that have twice smashed the record for thelargest funds being raised by an Asian-backed PE firm in 2015 (Baring Private EquityAsia raising US$4.0b in February 2015 only to be eclipsed by RRJ Capital raisingUS$4.5b in September 2015). Although both funds have a wider focus than just theSoutheast Asian region, the levels of fund-raising in the year show the appetite forinvestment.

In addition, our EY Global Capital Confidence Barometer shows a continued upswing incorporate confidence in the region compared with 2014 – the bedrock for healthyM&A activity. Sixty percent of respondents say that they are working on four or moredeals and 54% expect to complete two or three deals in the next 12 months.

The drop in regional currencies presents an opportunity to PE houses, the majority ofwhich being US-dollar denominated. With currencies devaluing and margins underpressure shareholders realize the need to raise capital and will be more flexible ondeal terms.

We believe that 2016 will bring an upswing in both PE investments and exits.Consumer and technology will continue to be the sectors where PE activity is focused,amid growing interest in sectors such as health care and business services.

“We are in a period of volatility in Southeast Asia. This creates opportunitiesfor PE investment as companies will need to raise capital, which may not beforthcoming from traditional sources.”

Luke PaisAsean Leader,M&A and Private Equity


Investments02

• In 4Q15, we saw a disappointing US$263m (2014:US$1.37b) being invested across 28 deals, the lowestsince 1Q14.

• In 2015, there was an increase in the total number ofdeals, with 148 deals attracting PE investment ofUS$2.41b (2014 saw 102 deals worth US$3.54b).The increase was due to a continued focus on thetechnology sector in the region, where investmentsare typically growth capital (i.e., less than US$5m) ornot disclosed.

Figure 1: Investment activity

0

10

20

30

40

50

0400800

1,2001,6002,0002,4002,8003,2003,6004,0004,400

Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015

Deal

coun

t

Deal

value

(US$

m)

Small Mid Large Deal count

Figure 2: Investment activity excluding large deals

0

10

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800

1,200

1,600

Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015

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coun

t

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value

(US$

m)

Small Mid Deal countSource: Thomson One, Dealogic and Mergermarket

Source: Thomson One, Dealogic and Mergermarket


Table 1: Top investments in 2015 (annual)

Investmentdate

Company Country Sector Value(US$m)

Acquirer

Aug 15 GrabTaxi Holdings Pte. Ltd. Singapore Technology 350.00 China Investment Corporation; Didi-Kuaidi

Jan 15 UE E&C Ltd. Singapore Real estate 265.3 Southern Capital Group Pte. Ltd.

Jul 15 PropertyGuru Pte. Ltd. Singapore Technology 129.50 TPG Capital Management LP, Square PegCapital Pty Ltd.

Jun 15 Vincom Retail Vietnam Consumer products andretail 100.00 Warburg Pincus LLC, undisclosed firm

Dec 15 Myanmar Distillery Company Myanmar Consumer products andretail 100.00 TPG Capital Management LP

Apr 15 Express Transindo Utama TbkPT Indonesia Automotive and

transportation 98.20 Saratoga Investama Sedaya Tbk PT

Feb 15 HydrEq Pte. Ltd. Singapore Power and utilities 87.00 Equis Asia Fund II

May 15 Fullerton Healthcare GroupPte. Ltd. Singapore Provider care 83.47 Southern Capital Group Pte. Ltd.

Jul 15 Giosis Pte. Ltd. Singapore Technology 82.10

Oak Investment Partners, Saban CapitalGroup Inc., Brookside Capital, UVm2 VentureInvestments LP, Singapore Press HolidngsLtd., eBay

Jun 15 MAXpower Group Pte. Ltd. Singapore Power and utilities 60.00 IL & FS Investment Managers Ltd.

Geophin GeorgePartner,Transaction AdvisoryServices,Ernst & Young Solutions LLP

“While downside risks to economies still exist, there is an overwhelming confidencefrom our clients that conditions are improving.”


Mid-market• It is no surprise that mid-market deals (i.e., investment between

US$20m and US$500m) continued to dominate the agenda inSoutheast Asia. It attracted 55% of the capital invested by PE across2014 and 2015 and 34% of the deal count.

• Across the mid-market, there were 86 deals, with an averageinvestment size of US$84m.

• The volume of small deals is promising as it shows that we are in agrowth market. Small businesses have ambitious plans and areraising capital to fund these plans. There were 165 small dealsrecorded over the last two years, with average deal size of US$5m.

Figure 2: 2014-15 investment size (deal value disclosed)

Averagesize

(US$m)

1,617

84

5


0%

25%

50%

75%

100%

Deal count Deal value

Small Mid Large

254 US$8,403


Joongshik WangAsean Leader,Corporate FinanceStrategy

Mid-market: Sector and geographic focus

Figure 3: Mid-market: Sector and geographic split


Other sectors

Amount invested (US$m)

• Investments continue to be focused on Singapore,accounting for 52% of deals (where values have beendisclosed).

• We saw an upturn in PE activity in Indonesia comparedto prior years, following the national elections in2014.

• Consumer products and retail continue to dominate asthe most active sectors across the majority ofSoutheast Asian countries, with the exception ofSingapore and Malaysia.

• What is most noticeable is the continued emergence oftechnology deals in Singapore. A number of headlinedeals in 2015 include GrabTaxi and PropertyGuru.

“Unsurprisingly technology has emerged as the hot sector of focus across recentyears, which has seen a large number of pure-play PEs and VCs establishingthemselves in the region. 2016 has seen this wave continue to grow and begin tomove into the next stage of development, with a number of businesses attractinginvestment much more than seed capital.”

Aut

omot

ive

and

tran

spor

tatio

n

397

Philippines

618

Cons

umer

prod

ucts

and

reta

il

Real estate

Provider care

Others

Indonesia

800Co

nsum

erpr

oduc

tsan

dre

tail

Automotive andtransportation

Others

Cons

umer

prod

ucts

and

reta

il

Insurance

Telecommu-nications

Power andutilities

Banking andcapital markets

Others

Vietnam

304

Cons

umer

prod

ucts

and

reta

ilD

iver

sifie

din

dust

rial

prod

ucts

Malaysia

378

Telecommunications

Provider care

Banking andcapital markets

Power and utilities

Insurance

Others

Singapore

2,673

Real estate

Technology

Consumer products and retail

Government and public sector

Power and utilitiesAutomotive and transportation

Provider care

Others

Diversified industrial productsLife sciencesOthers

Gov

ernm

enta

ndpu

blic

sect

or

Telecommu-nications

Automotive


Exits03

Exits• There remains limited disclosure around PE exits in

the region, with a number of deals going unreportedand therefore not captured by the analysis.

• There was an increase in the deal values in 2016 witha total of US$3.076b, compared to US$2.612b in2015. This was principally due to Temasek’s exit fromSTATS ChipPAC Limited in August.

• Major deals where deal values were not disclosedinclude LVMH’s acquisition of Luxola, in what wasbelieved to be an eight-figure deal.

• It was another muted year for PE exiting through anIPO, with no players using this method of exit in 2015,compared to three in 2014.

• Singapore and Malaysia continued to generate thelargest number of exits, whereas Indonesia saw amarked decrease (one in 2015 and seven in 2014).

6

4

2

7

21

2014 2015

Singapore Malaysia Thailand

Indonesia Vietnam Philippines

Figure 4: Exits by country

83

1

11

Figure 5: Exit activity



0

4

8

12

0

500

1,000

1,500

2,000

2,500

Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015

Deal

coun

t

Deal

value

US$m

Small Mid Large Deal count

2015


Vikram ChakravartyAsia-Pacific Leader,Capital Transformation

Table 2: Top exits in 2015 (annual)

Completiondate

Company Country Sector Value(US$m)

Sponsor Type

Aug 15 STATS ChipPAC Limited Singapore Technology 1723.6 Temasek Holdings Trade

Feb 15 PT Bank TabunganPensiunan Nasional Tbk Indonesia Banking and capital

markets 462.9 TPG Capital LP Trade

Dec 15 Golden Foods Siam Ltd. Thailand Consumer productsand retail 360.0 Navis Management Sdn. Bhd. Trade

Aug 15 Classic Fine Foods GroupLimited Singapore Consumer products

and retail 328.0 EQT Partners Trade

Aug 15ECO IndustrialEnvironmentalEngineering Pte. Ltd.

Singapore Government andpublic sector 183.1 Navis Capital Partners Ltd. Trade

“One of the largest areas of value creation for PE is operational improvement.Advisors who have proven to deliver value should be involved very early on in thelife cycle of a portfolio investment.”

*Note: Majority of value being paid through deferred contingent consideration.



Fund-raising04

• In 2015, there was a surge in both the number offunds closed and the total value of these fundscompared with 2014. A total of 24 funds closed(2014: 13) in the year, raising US$16.529b (2014:US$11.005b).

• The record for funds being raised by an Asian-backedPE firm was broken twice: first when Baring PrivateEquity Asia raised US$4.0b in February 2015, andwhen RRJ Capital raised US$4.5b in September 2015.

• The majority of funds being raised have a sector-agnostic focus. However, there is an increasingproportion of funds having a single sector focusparticularly around real estate and energy.

Figure 6: PE fund-raising with Southeast Asia focus

0

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Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015

Coun

t

Series1 Series2Funds raised Funds count

US$m


Table 3: Top funds closed with Southeast Asia focus in 2014 (annual)

Fund name Manager Type Commitments(US$m)

Closed Industry focus

RRJ Capital Master Fund III RRJ Capital Buyout 4,500 Sep 15 Diversified

Baring Asia Private Equity Fund VI Baring Private Equity Asia Growth 3,988 Feb 15 Diversified

Bain Capital Asia III Bain Capital Buyout 3,000 Dec 15 Diversified

Equis Asia Fund II Equis Funds Group Infrastructure 1,000 Feb 15 Energy andinfrastructure

Northstar Equity Partners IV Northstar Group Buyout 810 Oct 15 Diversified

ADV Opportunities Fund I ADV Partners Specialsituations 545 Sep 15 Diversified

Pamfleet Real Estate Fund II Pamfleet Group Real estate 400 Jun 15 Property

Baring Private Equity Asia Real EstateFund Baring Private Equity Asia Real estate 365 Mar 15 Property

SSG Capital Partners IV SSG Capital Management Specialsituations 325 Sep 15 Diversified

Quadria Capital Fund II Quadria Capital InvestmentManagement Growth 304 Jun 14 Diversified

“2015 was a fantastic year for PE raising new funds. Although we do not expect tosee this massive level of fund-raising to be repeated in 2016, there is nowincreasing pressure across all PE houses to start putting their capital to work.”

Source: Preqin

Purandar RaoSingapore Head,Transaction AdvisoryServices


Sector in focus:Health care05

• At 14% CAGR between 2009 and 2013, health carespending has grown at a faster rate than a country’sgross domestic product (GDP).

• The growth is sustainable as it is underpinned by risingincome levels and increasing coverage.• Aging population and rise in chronic diseases• Growing middle class and increasing affordability• Regional push toward universal health care• Increase in insurance coverage

24% 25%

71% 62%

5%13%

Myanmar Cambodia

38% 40% 43%

52% 46%53%

10% 14%4%

Philippines Indonesia Vietnam

55%76%

35%13%

10% 11%

Malaysia Thailand

38%

59%

3%

Singapore

Publichealth

financing

Privateexpenditure

(OPP)

Privateexpenditure

(Others)

Public expenditurecovers only vaccinationand a few public clinicsand hospitals

Public expenditures onhealth range betweenUS$2 and US$17 percapita per year

All three countries arecurrently implementinguniversal public health careschemes

Public expenditures rangebetween US$30 andUS$40 per capita per year

Well-developed health careinfrastructure

Malaysia provides direct healthcare subsidies

Thailand public healthinsurance system is financed bypayments from employers oremployees

Nascent Developing Developed Mature

A mix of private and publiccontributions

Government graduallydisengages from funding,encouraging privatecontributions

Increasing demand for moresophisticated services

Source: World Health Organisation

Health care systemlargely undeveloped

Most basic health careneeds met

Wider choice ofhealth care services

Private contributions tohealth care financing

encouraged

Figure 7: Southeast Asian markets are at different stages of maturity, presenting varied opportunities


Key themes for investors

► Large, underpenetrated markets in Indonesia and Philippines: Indonesia’s 250mpeople have a health care spend per capita of US$108, while the Philippines’ 100mpopulation have a health care spend of US$140. Developed countries like Singaporehave health care spend of US$2,500 per capita. As well, the two countries have only1.1 beds per 1,000 population, compared to the OECD average of 4.8.

► Both markets demonstrate high growth potential in health care expenditure percapita: This is underpinned by factors including rising income levels, incidences ofchronic illness, and implementation of Universal Healthcare (UHC), which is expected toprovide coverage to the entire population in Indonesia and Philippines in the future.

• Tertiary hospitals can be an extremely profitable business: Return on invested capitalof 15 to 25% and earnings before interest, taxes, depreciation and amortization marginof 20 to 30% for top hospitals in Indonesia, Philippines, Thailand, and Singapore.

• Big players are more profitable: Earnings before interest and taxes margin percentageof the 10 largest Southeast Asian listed hospital players is approximately 16%,compared to about 8% for bottom five players.

• Investing in hospital platform and bolting-on has benefits: Margin expansion of up to25% is possible through medicine or equipment procurement consolidation, sharedservices, revenue synergies and medical integration.

• Primary care network: Fragmented market in developed and mature markets offersopportunities for consolidation.

• Specialty clinics, particularly renal care: High rate of end-stage renal failure inSoutheast Asia. UHC has been supporting growth by making treatment moreaffordable. Private chains focused on renal care are viable, because of the chronicnature of condition. Opportunities for organic roll-up available.

• Pathology labs: Fragmented market and capex-light business model compared toradiology centers, offering opportunities for consolidation in developing markets.

• Rising need for aged care: By 2025, there will be more than 20% of the population inSingapore and Malaysia aged 65 and above, demanding for more quality housing withexcellent medical services.

• Opportunities to invest in two business models:

• Care centers or nursing homes model in Singapore: Provides medical and nursingcare, physical therapy and entertainment activities.

• Retirement village model in Thailand and Philippines: Predominantly operated byreal estate players as part of their integrated villages with residential areas, healthand wellness centers, recreational areas, and amenities such as game rooms.

Focus on growthmarkets

Hospital platformoffers scale play

Abhay BangiPartner,Corporate Finance Strategy(Health care)Ernst & Young Solutions LLP

“The health care sector presents significant opportunities for financial investorsacross the region. Growth markets remain fragmented and underpenetratedagainst a backdrop of a growing middle class and increasing life expectancy.Mature markets are seeing increasing levels of innovation and use of technology,resulting in the emergence of new players in the industry.”

Roll-up opportunitiesin primary, specialistcare network

Aged care play tocapitalize on silvertsunami


Interview:Jean-ChristopheMarti06

Jean-Christophe Marti is a Partner of Navis CapitalPartners. He is based in Singapore and is a member of thefirm’s Investment Committee. Marti joined Navis in 2003,focusing on origination in Singapore and Indonesia. Heleads investment teams in making, monitoring and exitinginvestments. He also sits on the boards and executivecommittees of several Navis portfolio companies.

Q: 2015 saw a marked slowdown in private equity activity compared to 2014. How have the last 12 monthsbeen for Navis?

2015 was a good year for Navis. We deployed some US$210m in two new investments (Bmed and ImperialTreasure) as well as a few follow-ons. We also generated about US$730m of liquidity between last year andFebruary 2016, mostly by successfully selling Eco, Golden Food Siam, Hui Lau Shan and Profab.

Q: What change do you expect to see in 2016 regarding the number of transactions with private equityinvolvement?

Overall, we feel 2016 will be a busy year. Our deal pipeline is very full at this point in time; thus we can be pickywho we want to invest in and partner with.

Q: What do you perceive as being the biggest opportunities for private equity in 2016?

There may be a contrarian investment in the oil and gas sector. Valuations have been battered. Some of thesecompanies will prove to be winners when the cycle comes back and will be extremely good buys this year.

Q: What are the greatest difficulties currently experienced by private equity?

It is not a good time to be doing fund-raising – LP are pretty prudent now. For funds like us with an established trackrecord and fund commitments available for deployment, we will need to be ready to act fast and transact quickly –especially for exits.


Q: Which areas of the market (country and sector) are Navis finding of greatest interest from an investmentperspective looking forward?

We see Indonesia and Vietnam as two promising geographies this year. Naturally, Singapore is a core investmentgeography for us and will remain to be so.

Q: What impact do you think the current volatility across the region will have on private equity?

The current volatility certainly offers buying opportunities for us. Some sellers will have more down-to-earthvaluation expectations, others can even run into distress due to the weakening of local currencies against the USdollar and rising interest rates. We are very active on the portfolio side to ensure that our companies are bestpositioned to gain a market advantage. Having a clear strategic vision, strong management teams andsupporting systems and the ability to act through low balance sheet leverage are even more important whentimes are turbulent.

Q: With financial institutions withdrawing the availability of capital, will this present opportunities for privateequity investors to fill the void left?

Certainly, we represent a viable alternative source of funding, albeit not the cheapest. Entrepreneurs, especiallythose in Singapore, are now well-aware of the role that private equity can be play as a funding source.

Q: Are you seeing a shift in the pricing expectations of shareholders seeking investment?

Yes, economic uncertainties, financial markets gyrations, weakening local currencies and rising US dollar interestrates all have an impact on the psyche of shareholders. People feel a bit poorer, a bit less bullish, and ittranslates into lowered valuation expectations.


Our services:PE value creation07

► Focus: Deliver value creationservices across the PE investmentlife cycle

► Dedicated PE experience:Dedicated team comprising formerPE operating partners, seasonedoperating executives andmanagement consultants

► Broad functional knowledge:Capabilities in strategy, M&A andall core operating functions;experience in revenueenhancement, cost reduction,human capital andchange management

► Deep sector experience: Primaryfocus in oil and gas, consumer,industrial, and health care; ability totap into sub-sector professionals

► Accelerated approach: Customizedapproach that is highly responsiveand provides accelerated realizationof benefits

► Global capabilities: Dedicated teamthat has extensive cross-borderexperience with access to morethan 30,000 consultants operatingin 140 countries with deep industryand functional know-how

Our capabilities

EY’s PE value creation (PEVC) teamcomprises specialists focused on PEand is supported by our deep sectorand functional professionals aroundthe world.

PE value creation team

Privateequityfund

► Performanceimprovement

► Sales forceeffectiveness

► Businessintelligence

► Finance► Human resources► Supply chain► IT transformation► Risk

► Lead advisory► Commercial advisory► Financial diligence► Operational diligence► IT diligence► Carve-out► Integration

► Restructuring► Real estate► Divestiture► Valuation and

business modeling► Operational improvement


Contact usService line contactsM&A

Luke [email protected]+65 6309 8094

Benedict [email protected]

+65 9113 3718

Corporate Finance Strategy

Vikram [email protected]

+65 6309 8809

Joongshik [email protected]

+65 6309 8078

Transaction Support

Purandar [email protected]

+65 6309 6560

Geophin [email protected]

+65 6309 8168

Transaction Tax

Eng Ping [email protected]

+603 7495 8288

Darryl [email protected]

+65 6309 6800

Valuation & Business Modelling

Andre [email protected]

+65 6309 6214

Wouter van [email protected]

+65 6309 8878

Country contactsIndonesia

David [email protected]

+62 21 5289 5025

Sahala [email protected]

+62 21 5289 5210

Malaysia

George [email protected]

+60 3 7495 8700

Preman [email protected]

+60 3 7495 7811

Philippines and Guam

Renato [email protected]

+63 2 891 0307

Singapore

Purandar [email protected]

+65 6309 6560

Vikram [email protected]

+65 6309 8809

Luke [email protected]

+65 6309 8094


+65 6309 8078


+65 6309 8168

Abhay [email protected]

+65 6309 6151

Thailand

Ratana [email protected]

+66 2 264 0777

Piyanuch [email protected]

+66 2 264 9090

Vietnam

Anthony [email protected]

+84 8 3824 5252

Toan Quoc [email protected]

+84 8 3824 5252

Global contactsGlobal

Jeffrey [email protected]

+1 212 773 2889

Michael [email protected]

+1 214 969 0675

Sector contactsConsumer Products Financial Services


+65 6309 8168

Patrick [email protected]

+65 6309 6720

Health care Infrastructure

Abhay [email protected]

+65 6309 6151

Lynn [email protected]

+65 6309 6688

Oil & Gas Real Estate

Sanjeev [email protected]

+65 6309 8688

Benedict [email protected]

+65 9113 3718

Technology, Media & Telecommunications


+65 6309 8078


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