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1、1|10 Digital Commerce M&A Overview 2H 20222022:a challenging year for Digital CommerceSeismic shifts in Digital CommerceToday,e-commerce accounts for almost$1 trillion in annual retail sales in the US,or 13%of the total retail industry.On a global level,e-commerce is now worth$5 trillion.Beyond well
2、-known market hegemons like Amazon and Alibaba,tremendous growth in e-commerce throughout the 2010s propelled the rise of many big winners in the tech stock market.Then,in 2020,Covid-19 caused seismic shifts in digital commerce,forcing near-total reliance on digital and online retail.This exacerbate
3、d the existing shift to digital commerce,driving tech stock growth.It also drove a wave of mega capital raises,as venture capital and growth equity firms were flooded with large amounts of dry powder to spend on high-growth,highly successful Covid plays.Evolution of the Global Online Retail“GLORE50”
4、index share price,2016-present80.00130.00180.00230.00280.00330.00380.00430.00Sep 16Sep 17Sep 18Sep 19Sep 20Sep 21Sep 22-56%What does this mean for Digital Commerce M&A?Between 2020 and 2021,market conditions mean that many successful Digital Commerce startups were faced with four options:(1)go publi
5、c;(2)go public via SPAC;(3)raise another$500m;or(4)exit through M&A.Now that the first three options have dried up lower market confidence means hesitant public markets and cautious financial sponsors we believe we will see a vivid but transformed digital commerce M&A market.Mid-year market correcti
6、ons?The year 2022 has seen huge changes in the Digital Commerce market.As Covid-19 restrictions loosened,spending patterns shifted away from online retail and back to brick-and-mortar stores and services.More broadly,Q1 2022 saw several geopolitical and macroeconomic events make the headlines,includ
7、ingpost-pandemic inflationary pressures,armed conflict in Ukraine,broken supply chains,and central banks hiking interest rates in an attempt to curb inflation.In May 2022,the value of e-commerce stocks plummeted.Then,in a“negative flywheel effect”,many other industries linked to online retail and e-
8、commerce saw a sharp decline in market capitalisation or valuation for instance,consumer fintechs like Klarna,whose valuation dropped 85%between July 2021 and July 2022.2|10 Digital Commerce M&A Overview 2H 2022448 445 453 424 420 407 373 356 326 408 358 368 324 319 392 351 461 324 377 560 549 571 6
9、06 644 699 544 410 -100 200 300 400 500 600 700Q12016Q22016Q32016Q42016Q12017Q22017Q32017Q42017Q12018Q22018Q32018Q42018Q12019Q22019Q32019Q42019Q12020Q22020Q32020Q42020Q12021Q22021Q32021Q42021Q12022Q22022Q32022Total number of Digital Commerce M&A transactions by quarter,2016-2022-22%-25%M&A summaryDi
10、gital Commerce M&A volumes back to pre-pandemic normalBetween 2020 and early 20222,our M&A analysis of the Digital Commerce sector showed transaction volumes breaking records with every new quarter.Propelled by Covid-19 and a phenomenal investment frenzy,the sector saw over 2,300 deals in 2021 a 38%
11、increase on 2020 figures(1,722 deals)and a whopping 70%increase on 2019 figures(1,397 deals).But while numbers shot up in the first quarter of 2022 against all odds,things took a sharp turn in Q2 2022.In Q2,we recorded a mere 544 deals a steep,22%drop from Q1 figures.In Q3,we noted a further decline
12、 in deal-making as 410 deals were announced in the space a 25%drop from Q2 figures and a 41%drop from Q1.Yet these figures appear relatively stable compared to the volumes seen before the 2020/21 bubble:for instance,the 410 deals seen in Q3 2022 are higher than the 385 deal average we saw between 20
13、16 and 2019.It appears,therefore,that the hit has knocked M&A volumes back to“normal”pre-pandemic levels.12%Share of active acquirers that made 1 acquisition3,879Number of active acquirers in the past 30 months3|10 Digital Commerce M&A Overview 2H 2022AcquirersAcquisitionsin 30monthsThree most recen
14、tDigital Commerce acquisitions13MacGregor Partners,LLC SCM SaaS&consulting services SinnerSchrader Aktiengesellschaftdigital agency King James Group Pty Ltd digital marketing services11flexEngage Inc.POS&marketing automation SaaSPiggy LLC coupons&payments desktop browser extensionsPriceRunner Intern
15、ational AB price comparison platform9Xandr Inc.digital&television advertising technology platformTwo Hat Security chat content detection&moderation API TakeLessons Inc.online instructor directory 8Podsightspodcast advertising analytics SaaSConvertKit LLC email marketing platformWhooshkaa Pty Ltd pod
16、casting SaaS&services8DualShockersdigital gaming community websiteTopS digital automotive publicationBusy Pixel Media news&reviews websites7MANY SAS dba Threader Twitter thread management application&serviceBroadsheet Inc.dba Brief news aggregation mobile applicationScroll Labs Inc.online journalism
17、 subscription content7Traction Sales and Marketing Inc.Salesforce consulting,software&services Atonit e-commerce marketplace SaaSLevelJump Software Corp.sales enablement SaaS7FJS Tech Private dba Rheo TV video game streaming SaaSCoursavy Technologies e-learning platformOno Labs dba Mastree e-learnin
18、g services&applicationsSource:451 Database,S&P CapitalIQ,Hampleton Research.Top acquirers of Digital Commerce targets,2020-224|10 Digital Commerce M&A Overview 2H 2022Internet Services&PortalsDigital commerce services,analysis&reference providers,onlineadvertising,directories,search,exchanges,educat
19、ion.Digital Commerce SoftwareDigital marketing and e-commerce software,CRM,advertising enablement,marketing automation.Agencies&Services ProvidersMobile&web marketing,e-mail marketing and measurement,campaign management services,web design&development.Media,Social&GamingSocial networking,online game
20、s,e-sports,entertainment,online communities,video,blogs,music,news content.Online RetailE-commerce retailers,online marketplaces,classifieds,auctions.The subsector breakdown of Digital Commerce deals changed after an intense 2021 and a booming Q1 2022.In Q1 2022,the Internet Services&Portals saw ano
21、ther huge spike in deal volume,as did the Digital Commerce Software segment as e-commerce software companies was in high demand to power the boom in online retail.However,transaction volume in the Online Retail segment has been on the decline since the latter half of 2021.Similarly,Media,Social&Gami
22、ng has seen a steady decline in transaction volume since Q4 2021.Interestingly,while our subsector breakdown average across the first half of 2022 shows more deals targeting companies in the Internet Services&Portals and Digital Commerce Software segments,this has changed dramatically in Q3 2022:all
23、 five segments are now seeing roughly equal transaction volumes.Total number of M&A transactions by subsector&by quarter,2016-2022Share of deal count by subsector in 1H 2022Source:451 Database,S&P CapitalIQ,Hampleton Research.30%14%18%12%26%-50 100 150 200 250Q116Q216Q316Q416Q117Q217Q317Q417Q118Q218
24、Q318Q418Q119Q219Q319Q419Q120Q220Q320Q420Q121Q221Q321Q421Q122Q222Q321Internet Services&PortalsOnline RetailMedia,Social&GamingAgencies&Services ProvidersDigital Commerce SoftwareSubsector breakdown225|10 Digital Commerce M&A Overview 2H 2022at 3.3x and the EBITDA multiple dropping to 10.7x by the end
25、 of Q2 2022.As was to be expected,with a more guarded approach to the economy and in the face of a rumoured recession,confidence in online retail and digital commerce spending has declined slightly,affecting deal numbers for Digital Commerce Software.Source:451 Database,S&P CapitalIQ,Hampleton Resea
26、rch.Shiprocket targets local logistics&e-commerce SaaS In July,Temasek-backed logistics startup Shiprocketannounced it was acquiring Arvind Internets omnichannel SaaS Omuni for around$25 million,marking its fifth domestic acquisition so far this year.Omuni,operated by Arvind Internet,provides SaaS p
27、roducts to enable brands to unify inventory,order,catalogue,content,pricing,logistics and data management across physical and digital storefronts.The company enables the delivery of online/offline commerce journeys between stores,warehouses and digital channels.The deal came a month after the third-
28、party logistics player announced the acquisition of Pickrr for around$200 million.Earlier this year the company also acquired Glaucus,Rocketbox and Wigzo.For future acquisitions,Shiprocket says it is bullish on engaging with startups that are critical pieces of the entire post-purchase journey of th
29、e consumer.Operated by Bigfoot Retail Solutions,Shiprocket was founded in 2017 and powers shipping and fulfilment for SMEs,D2C retailers and social commerce sellers across multiple categories.Its shipping solutions are present across more than 29,000 zip codes within India and 220 countries across t
30、he world.In December last year,Shiprocket brought in Zomato as an investor.The company has raised almost$400 million since its founding,with PayPal Ventures and Bertelsmann as investors.ACQUIREDJul 2022$25 millionACQUIREDJun 2022$200 millionACQUIREDJan 2022Not disclosed1.6x1.6x2.1x2.0 x2.5x2.7x2.9x3
31、.6x3.3x3.3x4.2x4.5x3.3x14.6x14.6x14.6x15.7x13.4x13.4x13.4x13.4x12.5x12.5x12.8x12.5x10.7x-20 40 60 80 100 120 140 160 180 200Q116Q216Q316Q416Q117Q217Q317Q417Q118Q218Q318Q418Q119Q219Q319Q419Q120Q220Q320Q420Q121Q221Q321Q421Q122Q222Q322Deal activity sees rapid declineTransaction count in the Digital Com
32、merce Software segment has seen peaks and troughs this year.Owing to pandemic tailwinds,Q1 2022 saw 50%more deals than Q4 2021,and 100%more deals than in Q1 2021.Since this peak,however,the number of deals has dipped significantly,with only 91 deals recorded in Q3 compared to 188 deals in Q1 2022.Me
33、anwhile,valuations have dipped correspondingly,with the trailing 30-month revenue multiple coming inDigital Commerce SoftwareACQUIREDFeb 2022Not disclosed6|10 Digital Commerce M&A Overview 2H 2022Fashion and sport foray into NFTs and crypto In March,Web3 technology leader Cosmic Wire acquired Dubai-
34、based ArtsGalore for close to$32 million.ArtsGalore,a Dubai-based street art and NFT gallery,specialises in fine art and one-of-a-kind custom automotives and develops NFTs for the Metaverse.Cosmic Wire is a platform agnostic Web3 company that offers brands,celebrities,artists,and IP collectors the a
35、bility to enhance,promote,license,and sell their work.In the world of fashion or automotive collectibles,NFTs can be used to authenticate products or serve as collectible pieces in their own right.The past year has seen a wave of engagement,particularly among luxury players.Fashion and art foray int
36、o the metaverse suggests promising new routes for consumer engagement.While no one can predict exactly how this rapidly growing digital universe will shape up,the opportunities it presents are excitingfor luxury brands,retailers,and consumers themselves.In May,Descrypto,a publicly-traded,a diversifi
37、ed NFT and blockchain holding,acquired OpenLocker,a sports marketing and technology startup that has developed a fan-friendly NFT platform for athletes to monetisetheir fan engagement with innovative digital collectibles.Sports NFTs give loyal fans new and exciting ways to support their favorite tea
38、ms,while sports organisationscan benefit from a new revenue stream by issuing digital collectibles.Source:451 Database,S&P CapitalIQ,Hampleton Research.2.8x2.7x2.6x2.6x2.4x2.4x2.6x2.8x2.8x2.8x3.1x3.3x3.5x7.5x8.3x10.0 x14.0 x13.4x14.8x15.0 x14.8x15.0 x10.3x10.0 x10.1x10.6x-20 40 60 80 100 120 140 160
39、 180 200Q116Q216Q316Q416Q117Q217Q317Q417Q118Q218Q318Q418Q119Q219Q319Q419Q120Q220Q320Q420Q121Q221Q321Q421Q122Q222Q322ACQUIREDMar 2022$32 millionACQUIREDMay 2022$11 millionMedia,Social&GamingIn 2022 thus far,transaction count has abated,with only 220 deals recorded in the first half of the year.Multip
40、les have remained strong,with the trailing 30-month EBITDA multiple at 10.6x and revenue multiple having continuously inched upwards to reach 3.5x at the end of Q2 2022 roughly a 25%increase since Q2 2020.Deal volume ladders down,valuations stableOverall,2020 transformed the Media,Social&Gaming M&A
41、landscape,with transaction volumes rising and EBITDA multiples dropping to a new plateau.Transaction count peaked in 2021,with 314 deals recorded in the second half of 2021.7|10 Digital Commerce M&A Overview 2H 2022ASX-listed real estate giant expands footprint In April,real estate listings aggregat
42、or Domain Holdings Australia(ASX:DHG)sought to expand its technological prowess with the$180 million acquisition of Sydney-based Realbase,a real estate campaign management technology platform.To fund the acquisition Domain announced a$180 million raise through sale of securities in the company.The l
43、isted real estate company,which primarily operates property search site D.au,says the acquisition is a“significant step forward in the evolution”of its marketplace strategy.Established in 2020 following the merger of real estate marketing technology businesses Campaigntrack and Realhub,Realbase is t
44、he largest campaign management platform in the Australian and New Zealand markets,providing services to agents on approximately 40 per cent of all property transactions in the regions.Source:451 Database,S&P CapitalIQ,Hampleton Research.2.3x2.3x2.8x2.9x3.2x3.2x3.2x3.3x3.2x2.7x2.9x2.9x2.8x11.0 x11.2x
45、11.7x12.3x11.9x11.4x11.1x10.4x10.5x10.3x10.2x11.9x13.1x-50 100 150 200 250Q116Q216Q316Q416Q117Q217Q317Q417Q118Q218Q318Q418Q119Q219Q319Q419Q120Q220Q320Q420Q121Q221Q321Q421Q122Q222Q322ACQUIREDApr 2022$172 millionThe platform enables real estate agents to construct,price,order and track campaign market
46、ing products required to list and market a property,including managing the total marketing schedule of a listing,the propertys visual content,as well as signboards,brochures,flyers,and social&print media advertising.Domain says the acquisition will increase its market coverage from approximately 35
47、per cent to circa 50 per cent of all Australian property transactions.Internet Services&PortalsThe segment covers digital commerce services,internet and app portals,directories,search,education,exchanges,analysis and reference providers.It also includes market data and information services,as commer
48、ce and traditional banking and financial services tools continue to see extensive overlap.Deal volume drops dramatically while valuations tick up In the past two years,the Internet Services&Portals segment has seen M&A volumes fluctuate wildly.The segment saw 212 deals in the space in Q1 2022,compar
49、ed to only 155 in Q2 2022 and an even lower 76 deals in Q3 2022,signalling an end to the M&A frenzy.The trailing 30-month median revenue multiple remained stable at 2.8x,while the median EBITDA multiple has risen steeply,reaching 13.1x at the end of Q2 2022.8|10 Digital Commerce M&A Overview 2H 2022
50、This year,world-famous digital commerce services group WPP has added to its corporate tree.In February,it acquired Village Marketing,a US-headquartered consultancy specializing in influencer marketing and creator economy partnerships.Founded in 2013,the company counts 150 employees and has led brand
51、 partnerships for the likes of Nike,Equinox and SoulCycle.With the rise of platforms like TikTok and the growing importance of social commerce,marketers and agencies particularly global agency holding companies like WPP are compelled to look to the influencer economy to stay relevant.Later,the compa
52、ny acquired Latin American e-commerce agency Corebiz for an unspecified amount.Corebiz specialises in VTEX implementation and employs around 600 people throughout South America,with most of them based in Brazil.It counts US retailer Walmart,French sports retailer Decathlon and New York-based Estee L
53、auder amongst its clients.The acquisition aims to strengthen WPPs South American digital commerce and VTEX capabilities.strengthen online retail capabilities within Wunderman Thompson.Founded in 2007 and with 155 employees,Newcraftserves clients such as Ahold Delhaize,PonHoldings and Yakult.More rec
54、ently,WPP acquired Newcraft,a European e-commerce consultancy based in the Netherlands,toSource:451 Database,S&P CapitalIQ,Hampleton Research.1.1x1.2x1.2x1.3x1.6x1.6x1.7x1.7x1.7x1.4x1.2x1.2x1.2x5.0 x6.0 x8.4x13.8x13.2x12.1x12.1x10.7x9.0 x7.1x7.7x7.7x7.5x0.0 x2.0 x4.0 x6.0 x8.0 x10.0 x12.0 x14.0 x16.
55、0 x-20 40 60 80 100Q116Q216Q316Q416Q117Q217Q317Q417Q118Q218Q318Q418Q119Q219Q319Q419Q120Q220Q320Q420Q121Q221Q321Q421Q122Q222Q322ACQUIREDFeb 2022Not disclosedACQUIREDJul 2022Not disclosedACQUIREDSep 2022Not disclosedAgencies&Services Providers30-month median revenue multiple remained stable at 1.2x wh
56、ile the 30-month trailing median EBITDA multiple came in at 7.5x.Deal volume increasesAcquisitions targeting agencies and service providers grew in the first half of 2022,with 153 deals closed in the space compared to 123 in 1H2021.The trailingWPP acquisitions continue,targeting new geographies and
57、hot verticals 9|10 Digital Commerce M&A Overview 2H 2022Pet supplies retail lives on beyond Covid spikeIn January,A&M Capital Partners-backed Worldwisemade two notable acquisitions in the pet retail space.Worldwise,headquartered in California,is a leading platform in the pet supplies market.It offer
58、s a branded one-stop-shop solution serving the majority of pet supply merchandising needs and provides eco-sustainable products.It acquired Kitty Sift,a leader in the cat litter and accessories segment.Headquartered in Minnesota,Kitty Sift is a branded leader in the North American eco-sustainable ca
59、t litter and accessories space,providing creative supply chain solutions to both e-commerce-centric businesses and omnichannel brick and mortar retailers.Worldwises acquisition of Kitty Sift further enhances its omni-channel presence,adding innovative cat accessories to an already robust product por
60、tfolio of toys,pet beds,chews,cat products,travel accessories and other key categories.The addition of Kitty Sift marks Worldwises second acquisition in the last month,adding complementary product,as well as brand and management resources,to the platform.In another deal,Worldwise acquired Furhaven P
61、et Products.Headquartered in Washington State,USA,FurHaven is a leading North American e-commerce platform for pet accessories,including bedding,home and travel supplies,apparel and more.FurHaven is also an innovator in branded product development,providing creative supply chain solutions.Globally,t
62、he pet care market has grown to$261 billion in 2022;up from$245 billion in 2021.An estimated 6.1%compounded annual growth rate(CAGR),will catapult that figure to$350 billion by 2027.Source:451 Database,S&P CapitalIQ,Hampleton Research.0.8x0.7x1.0 x1.0 x1.0 x1.1x1.2x1.0 x1.2x1.0 x1.4x1.4x1.4x14.9x14.
63、3x14.5x14.2x14.5x14.5x11.6x10.5x12.4x10.0 x10.0 x10.9x10.9x-20 40 60 80 100 120 140 160 180Q116Q216Q316Q416Q117Q217Q317Q417Q118Q218Q318Q418Q119Q219Q319Q419Q120Q220Q320Q420Q121Q221Q321Q421Q122Q222Q322ACQUIREDJan 2022Not disclosedACQUIREDJan 2022Not disclosedOnline Retailremained stable since 2020,wit
64、h the trailing 30-month median revenue multiple at 1.4x showing that the sector is still valued as a mature market and the corresponding EBITDA multiple remaining at a stable 10.9x.Transactions in Online Retail dwindleThe Online Retail sector has seen fluctuation in deal volumes over the past two ye
65、ars.Since the M&A spike in the middle of 2021,transaction volume has continued to decline,with 179 deals closed in 1H2022 compared to 247 in 1H2021.Meanwhile,median valuations have10|10 Digital Commerce M&A Overview 2H 2022In our experience,however,even in turbulent times,there is always an M&A mark
66、et.Evidently,transaction volumesacross all subsectors are down from their 2021/2022 peaks.But we note that these volumes are on par with the pre-pandemic normal,and we believe the Digital Commerce M&A market will regain some strength in 2023.Meanwhile,the drivers of and criteria for M&A activity in
67、the space will likely undergo some transformation.Firstly,less traffic in M&A deal pipelines and fewer fundraising attempts overall may allow companies looking to sell orraise funds to stand out a near-impossible feat over the past two years amid an overcrowded market.Secondly,financial sponsors wil
68、l continue to drive many deals,as they are still sitting on huge amounts of dry powder.Yet as they are affected by broader market dips and as interest rates climb,over the next 18 months they will likely bemore selective with their investments and more conservative with valuations.Similarly,strategi
69、c“winners”will continue to buy,but for those focusing on their core business and suffering from adip in their stock market value,frugality with valuations and a selective investment stance will be du jour.Our current analysis does not yet show any substantial damage to valuations in the space,so we
70、are keen to collectfurther data in late 2022 and beyond in an attempt to assess the effects on seller valuation prospects.Overall,we will see an evolution and a transformation of the Digital Commerce M&A market:buyers will continue tobuy,but will do so with different motivations,at more considered v
71、aluations,and with different investment criteria.AboutHampletonPartnersHampleton Partners is at the forefront of international mergers and acquisitions advisory for companies with technology at their core.Hampletons experienced deal makers have built,bought and sold over 100 fast-growing tech busine
72、sses and provide hands-onexpertise and unrivalled international advice to tech entrepreneurs and the companies who are looking to accelerate growth andmaximise value.With offices in London,Frankfurt,Stockholm and San Francisco,Hampleton offers a global perspective with sector expertise in:Automotive
73、 Tech,IoT,AI,Fintech,Insurtech,Cybersecurity,VR/AR,Healthtech,Digital Marketing,Enterprise Software,IT Services,SaaS&Cloud and E-Commerce.Ralph HbnerSector PSince the end of 2020,we have reported record after record transaction volumesin Digital Commerce.Our most recent analysis shows that Q1 2022 m
74、arked thelast spike in deal volume,before digital commerce dealmaking slowed down inQ2 and Q3 2022.The year 2022 has seen huge changes in the Digital Commerce market.AsCovid-19 restrictions loosened,spending patterns have shifted away fromonline retail and back to brick-and-mortar stores and service
75、s.In addition,various macroeconomic and geopolitical events have created a very challengingenvironment for digital commerce.These turbulent times have marred the value of digital commerce stocks andinfluenced fundraising valuations.Conclusion&ContactsHampleton provides independent M&A and corporate
76、finance advice to owners of Autotech,Internet,IT Services,Digital Commerce,and Software companies.Ourresearch reports aim to provide our clients with current analysis of the transactions,trends and valuations within our focus areas.Further contributions to this report were made by Lolita White,Senio
77、r Analyst,Hampleton Partners.Data Sources:We have based our findings on data provided by industry recognised sources.Data and information for this publication was collated from the 451 Research database,a division of The 451 Group;and S&P CapitalIQ.For more information on this or anything else relat
78、ed to our research,please email the address provided on our website.Disclaimer:This publication contains general information only and Hampleton Ltd.,is not,by means of this publication,rendering professional advice or services.Beforemaking any decision or taking any action that may affect your finan
79、ces or your business,you should consult a qualified professional adviser.Hampleton Ltd.shall not beresponsible for any loss whatsoever sustained by any person who relies on this publication.2022.For more information please contact Hampleton Ltd.Hampleton produces regular reports on M&A activity in t
80、he following sectorsHampleton produces regular reports on M&A activity in the following sectorsHR TechInsurtechIT&Business ServicesAR/VRArtificial Intelligence Automotive TechnologyCybersecurityDigital CommerceEnterprise SoftwareFintechHealthtechYou can subscribe to these reports at http:/ FranciscoFollow HampletonFollow Hampleton