2024 outlook

Summary
As Q4 of 2023 indicated, it is expected that transactional markets in Europe and globally have turned a corner and 2024 will see the picture slowly improving as the macroeconomic environment stabilises, inflation declines and interest rates reduce. After a lull in deal activity there is plenty of pent-up supply and demand. We expect the volume of deals to increase as we head towards the middle of 2024.
Our predictions in this report are speculative and markets and sectors in all surveyed jurisdictions remain uncertain and potentially volatile.
Increased regulatory scrutiny and legislative changes that will impact the market in 2024
Are there any legislative changes on the horizon in your jurisdiction that may impact transactions in 2024?

The Netherlands
In 2023, the legislation relating to the Dutch general FDI screening mechanism was adopted and entered into force on 1 June 2023. This legislation results in more extensive FDI research being required in M&A deals as the scope of the FDI legislation is quite broad.

Germany
Changes to the German Transformation Act and Stock Corporation Act were of a technical nature but may have an impact.

France
The following changes may have an impact:
(i) The upcoming extension of the French FDI control regime:
- the extraction and processing of critical raw materials will be included in the list of sectors eligible for control under the French FI rules;
- the threshold of 10% of voting rights for investments in listed companies, that was due to expire at the end of 2023, will become permanent; and
- extension of FI control to French branches (succursales) of foreign companies.
(ii) Companies conducting business in the European Union which benefit from non-EU state support will be subject to new notification obligations for M&A transactions. The new set of rules set out in the Foreign Subsidies Regulation are meant to allow the EU to take action against non-EU subsidies distorting competition on the EU internal market.

Belgium
In 2023, we saw the introduction of a new FDI control regime in Belgium. Given the wide scope of application of the new rules and the very limited guidance by the FDI control authority in Belgium, these new rules have created a lot of uncertainty about the transaction process in Belgium. No significant legislative changes impacting transactional activity in Belgium are currently foreseen in Belgium for 2024, but depending on the outcome of federal elections mid 2024 new tax changes cannot be excluded.

Spain
- New rules offer more clarity by defining the strategic sectors and investor profiles that require FDI authorisation in Spain.
- A new law on corporate restructurings, regulating mergers, spin-offs and transformation of companies has been in force since 29 July 2023.

Italy
- The National Recovery and Resilience Plan remains an extraordinary opportunity to support Italy's modernisation process, particularly in relation to specific topics such as digital transformation, innovation and energy transition.
- The regulatory push on ESG issues, which from 2024 will require an increasing number of companies to have adequate sustainability disclosures will have an impact on transactions. The upcoming ESG regulation is causing an adjustment in the strategy of companies, but also of private equity funds.

United Kingdom
Any changes to tax delivered by the next government may have an impact. The Economic Crime and Corporate Transparency Act will impact completion deliverables (particularly relating to the appointment of company directors), and the UK's FDI law, the National Security and Investment Act is proposed to be amended, and such amendments may impact transactions.
Where are the areas for growth in your jurisdiction in 2024?

Germany
We predict that AI and all areas of consolidation like retail and TMC will deliver strong deal volumes in 2024 in Germany.

France
We anticipate that mid-cap transactions will dominate the market in France in the coming months and that investment funds have substantial liquidity to inject into the markets.

Belgium
A strong interest will remain in the Belgian market for acquiring companies that successfully deploy AI solutions in their business models or client strategy, or that can help clients build a more sustainable business.

Spain
We foresee that areas where M&A is expected to be strong in Spain in 2024 include real estate, energy, the internet, software and IT services.

Italy
PE funds will continue to play an increasing role in the market. We expect mid-market funds focused on the Italian market to continue supporting M&A volumes until the end of 2024. The pipeline of large market transactions is expected to resume. These will see large international funds entering the scene, which are well placed to seize opportunities.
The healthcare, pharma, consumer and infrastructure sectors will continue to be resilient. There is also likely to be interest in niche sectors related to professional development, such as education, personnel training and recruitment, and talent management. We predict that there will also be continued interest from domestic and foreign industrial buyers in traditional Made in Italy sectors.

United Kingdom
We expect to see a continuing increase in healthcare transactions in the UK. Travel is also expected to make a resurgence, having become unpopular during the COVID years. Tech (in particular software and data/cyber/digitalisation consultancies) will continue to be popular, as will professional services. Real estate-based/projects M&A seems to be coming back quicker than expected too.
This year the UK will see significant numbers of PE-backed deals entered into in the relative bull markets running up to 2020 coming into maturity, so despite pricing adjustments in the tech space, PE firms will need to make divestments in this space.
What do you expect to be the key themes and trends in 2024 in your jurisdiction?

The Netherlands
We expect that purchasers will want to minimise risk and, given the high-interest rates, will want to take a different approach on leveraged transactions. As such, we expect that deal structures will focus less on 100% takeovers with as high a leverage ratio as possible. Instead, we expect that transactions will be cut up in several tranches, that earn-outs will become increasingly popular for purchasers and that flexible financing structures such as warrants and convertible notes will happen more often. We expect 2024 to be a buyer's market in terms of deal terms. Furthermore, we expect the energy, climatetech, lifesciences and foodtech sectors to show more resilience against the current market trend.

Poland
In Poland we expect the key sectors will be IT, gaming, lifesciences and healthcare and manufacturing.

France
In France, we anticipate the following are key areas for M&A in 2024:
(i) There will be an emphasis on deals of a smaller scale.
(ii) Digital transformation will remain one of the main drivers for M&A transactions, particularly in relation to the cloud, cybersecurity and new technologies such as generative AI.
(iii) ESG regulations and climate warming will be increasingly taken into account in M&A transactions. ESG factors will be integrated into due diligence processes, deal structuring, negotiations, and post-merger integrations, making them integral to the success of M&A deals.
(iv) There will be an increase of the number of cross-border M&A transactions. This will require a deep understanding of global regulations and diverse cultures.

Belgium
A reduction of interest rates in the second half of 2024 will likely spark M&A activity (including of real estate businesses). We expect that the focus will be on innovative and transformative businesses that are active in AI, ESG and digital transformation.

Italy
The National Recovery and Resilience Plan remains a huge opportunity to support Italy's modernisation process, particularly in relation to specific topics such as digital transformation, innovation and energy transition.
Italian companies are very clear about the importance of expansion into foreign markets and how M&A activity today can be a relevant accelerator of this process. We expect the continuance of the trend of nearshoring and friendshoring.
Energy transition, driven by an increased awareness of sustainability issues and the need to reduce energy costs and digital transformation and the need for major infrastructure interventions will require significant investments to achieve the goals set by the National Recovery and Resilience Plan and meet the new needs of consumers and businesses.

United Kingdom
There are record amounts of dry powder in the PE markets, with many investors having raised new funds. There is therefore a lot of money to be spent and we are expecting an uptick in UK PE deal activity during 2024. It is likely that this will cause a shift towards more seller-friendly deal terms (for example, earn-outs will reduce in application and leaver provisions on strip could return to the more management-friendly position of the past).
We expect the M&A market to pick up in terms of deal volume and there are many UK assets which will start to look attractive again. We also expect the UK public equities market to pick up on the back of the attractive pricing of UK assets.