This marks the third year in a row that value has fallen. One of the main reasons for this is simply that 2016 was a particularly strong year in the region. Moreover, the past few years were historic, record-breaking ones for global dealmaking. The M&A cycle has since crested and is now likely past its top.
Global and regional economic headwinds are another factor. While CEE/SEE experienced robust economic growth in 2019, trade tensions between the US and China, continued uncertainty concerning the timing and terms of the UK’s departure from the European Union, and concerns over the eurozone’s future are all clouding global sentiment. The cooling of the German economy, an important engine of growth in the region, is having an impact. Domestic politics can also be a drag, with multiple elections in countries including Poland and Romania, two of the largest in the region.
“There is a certain amount of uncertainty when it comes to the eurozone that has affected the level of dealmaking in the region,” said the head of corporate M&A at a Swiss industrial company.
Nonetheless, most respondents and our partners remain upbeat about the medium- to long-term outlook, given the region’s competitive advantages, and the brightening outlook in the second half of 2019. Trends to look out for include growing interest from private equity, including regional players; consolidation in the financial services and energy sectors; and the continued rise of innovative, tech-intensive companies in a variety of sectors.
Poland has overtaken Austria as the leading investment destination by deal value in 2019, with deals worth €11.6bn in total. Poland’s rise to the top should come as little surprise: it is the most populous country and the largest economy in the region. Poland is also increasingly seen by survey respondents as the natural gateway to CEE/SEE, where once Austria ruled the roost.
“Most of our clients see Poland as a safe harbour in the event of a general slowdown,” says Tomasz Stasiak, the co-managing partner of Wolf Theiss Poland. “We are perceived as a stable and developed economy.”
Jacek Michalski, a partner at the Warsaw office, notes that Poland also benefits from its large skilled workforce (including at senior level where some countries have shortages), ever-improving infrastructure, and solid supply of office space.
Nonetheless, Austria will remain a favoured gateway for many, partly as the most affluent market, with financial sector strength, and because of its excellent transport links across the region.
CEE sectors by deal value and volume, 2019
As our heatmap shows, the highly developed Austrian industrials and chemicals sector was the leading hotspot of activity, with deals worth €5.2bn over the past two years. It was followed by the energy, mining and utilities sector in the Czech Republic.
Austria’s position as the wealthiest (and second-largest) economy in CEE, and home to regional financial institutions, accounts for its strengths, while Poland is the largest economy in the region, with a consumer base of 38 million.
The consumer and leisure sector saw the most activity in 2019 in terms of deal volume. The sector accounted for 22% of volume and 14% of value. Wage growth, the expansion of modern retail, and lively tourism all contribute to consumer and leisure activity.
Unusually, the largest and second largest transactions of 2019 involved the same target.

In February, a 50.04% stake in Czech-based Innogy Grid Holding was sold to RWE as part of a larger set of asset swaps between RWE, E.ON and Innogy. In April, the consortium led by infra fund Macquarie which already owned the rest of the Czech gas network exercised pre-emptive rights to buy the asset outright.
The third largest deal was in the TMT sector, the best-performing sector by value. AT&T sold Czech-based TV operator CME to investment group PPF, which is Netherlands-based, but owned by Czech billionaire Petr Kellner.
Looking at the year ahead, energy and insurance look set to be busy sectors for M&A. Czech utility group CEZ and Italy-based Enel both kicked off sale processes for assets in Romania towards the end of 2019, while France-based insurance giant AXA has launched a sale of assets in Poland, Slovakia and the Czech Republic.
M&A by sector and target country 2018–2019 (€ million)
Against global decline in M&A deal volume, the Central, Eastern and South-Eastern Europe region witnessed steady volume figures in 2019, even as value dropped. Nevertheless, an overwhelming majority of those surveyed say their experience of M&A in the region has made it more likely that they will invest again in the region. In 2019, the TMT sector overtook industrials and chemicals to come out on top as the best performing sector by value. Compliance and different working cultures were seen as the main challenges to completing deals in the region.
Merger and acquisition activity in the CEE/SEE region softened somewhat in 2019. A total of 481 deals were recorded, matching 2018's total volume, worth a total value of €19.6bn – a 17% decline from the value generated in 2018.
Overall M&A, 2012-2019
Investors’ experience of M&A in CEE/SEE is overwhelmingly positive: some 89% of our survey respondents say that it has made them more likely to invest in the region again. This is down slightly from a remarkable 99% in 2018, but this largely reflects the stage in the economic cycle. The cooling global and European environment naturally has had an effect on the open and relatively small economies of the region. In this environment, investors will continue to seek targets in CEE/SEE, but take a more targeted, cautious approach.
“The last 24 months in Bulgaria have been extremely vibrant when it comes to M&A, but we certainly see softening in the market,” says Richard Clegg, partner at Wolf Theiss Bulgaria. “I think that we're going to see slower transactions in the coming year. Sellers will be a bit more cautious when it comes to due diligence, and only the better prepared transactions will close.”
Growth and stability
More problematic are the region’s shallow capital markets. Combined with a cautious approach from banks and financial regulators following the 2008 global economic crisis, this has led to the availability of local financing being a challenge in some cases. Nonetheless, more respondents said this factor had had a positive impact (44%) than a negative one (27%). In 2018, only 16% said that it had had a positive effect.
The perception that the region's capital pools persist despite the fact that locally based PE and VC firms attracted robust levels of fundraising in recent years – regional buyout funds raised €1.1bn and VC firms raised €500m in 2018, according to industry group Invest Europe.
“Local funding options are a huge part of attracting foreign investors,” says the managing partner of a Polish PE firm. “This provides them with leverage and access to finances apart from the subsidies that are enjoyed. Unavailability in the SEE/CEE regions is one of the main obstacles for private equity firms.”
Nonetheless, the growth of private equity interest in the region has been a noticeable trend in recent years. Thirty years after the fall of communism, there are a growing number of targets of suitable size, and owners (of family businesses or fully-grown start-ups) are looking for exits. Funds operating out of London, a global capital markets centre, are not too distant, and there is growing maturity in regional PE funds as well.
With growth levels still lively, from the survey it seems likely that dealmaking momentum in the region will continue. Some 78% of PE firms and 68% of corporates expect to make an acquisition in CEE/SEE in the next two years.
Over a fifth of respondents (22%) said the level of economic growth or GDP per capita had a negative impact on their last deal in CEE/SEE.

On the other hand, two thirds (67%) said that it had had a positive effect, reflecting the fact that the region’s economies tend to outstrip the growth of Western Europe, while being more affluent per capita than many emerging markets. Growth in Central Europe and the Baltic States will come in at 3.7% for 2019, with SEE growing by 3.3%, according to forecasts by the European Bank for Reconstruction and Development (EBRD) in November 2019. This will moderate to 3.2% and 3% in 2020, the bank forecasts – still a highly respectable performance, particularly in the European context.
“The excellent level of economic growth creates a positive environment for investors,” says János Tóth, partner at Wolf Theiss Hungary and head of the Corporate/M&A practice group there, adding that it has given the government fiscal space to make the tax system more business-friendly, while making a return to the sort of austerity measures seen in the wake of the 2008 crisis less likely.
Most of the countries in the region are now European Union members, with the others committed to membership or at least integration with the bloc. Combined with NATO membership, this has had a positive impact on political stability across CEE/SEE, and 66% of respondents said that the political environment had a positive impact on their last deal, a significant rise from 24% last year. Media coverage of political developments in the region often highlights challenges to the rule of law and democratic values, but on a day-to-day basis, investors generally have a positive experience of doing business in the region.
Percentage of respondents that expect to make an acquisition in the CEE/SEE region over the next two years
What were the challenges in completing your most recent M&A deal in the CEE/SEE region?
How has your overall M&A experience in the region impacted your CEE/SEE strategy?
How did the following factors impact your most recent deal in the CEE/SEE region?
In terms of valuations, Slovenia topped the table among respondents for being perceived as having undervalued targets (38%), followed by Albania (35%), Slovakia (33%) and Bulgaria (32%). While it is a small market, Slovenia is one of the most affluent countries in the Adriatic region and has undertaken a well-planned privatisation and restructuring programme in recent years.
In regard to Ukraine, however, almost half of all respondents (49%) say that they feel targets are overvalued. Taras Dumych, managing partner at Wolf Theiss Ukraine, argues that this is largely a perception problem, due to the conflict in Ukraine’s east, and Russia’s seizure of Crimea. Despite these serious challenges, many businesses elsewhere in the country are flourishing, he says.
The robustness of the Ukrainian market was proven towards the end of the year, with the announcement of the largest PMB deal of the year across CEE/SEE, Germany-based Acino's €181m acquisition of a portfolio of assets based in the CIS, Middle East and Africa from Japan's Takeda Pharmaceuticals. Further, in December, German firm STADA acquired the prescription and consumer health business of Biopharma, another Ukrainian pharma business. According to STADA, the deal is one of the largest on record in Ukraine's PMB sector, although deal terms remain undisclosed.
Doing business anywhere in the world is not without challenges, and in CEE/SEE, investors must contend with a range of issues. Some of these have become less problematic over the years thanks to reform processes, EU membership, and investments in supporting infrastructure.
Overall, compliance emerges as the biggest regional challenge, cited by 77% as among the key topics in their most recent deal in the region, and by 18% as the single most significant one. European Union regulations guaranteeing the single market are coupled with domestic legislation that in some cases retains elements of post-communist transition models that are not as conducive to business formation and growth as they could be. Some countries in the region have limited bureaucratic capacity to manage the permitting process, slowing dealmaking and business expansion. Many governments in the region have failed to pare back top-heavy public administration. Even some booming sectors, such as Croatia’s tourism industry, are held back by slow and complex permitting procedures.
Globally, many legislatures have tightened anti-money laundering (AML) and foreign corrupt practices regulations in recent years, making due diligence all the more important. Sanctions on a range of Russian institutions and individuals have also had an impact on some countries in the region. The financial sector has been particularly affected by tighter legislation of this sort, as well as by prudential regulations.
“Depending on the jurisdiction where the institution is, there are compliance risks, and a need for due diligence. There has also been a real additional focus in the past years due to sanctions,” says Markus Bruckmüller, managing partner at Wolf Theiss Slovenia. “Regulators have also become stricter, and there are regulations at European and national level. If you were to buy an important bank in one of our jurisdictions, you would have to take into account lengthy regulatory proceedings lasting months.”
Growing interest in highly regulated sectors such as PMB may also be a factor behind the rise in concerns about compliance, particularly when it comes to intellectual property.
“The regulatory process that was most challenging to manage was intellectual property law,” says a partner in a French PE fund. “After the sourcing and due diligence process was completed effectively, we had to redo much of the work and conduct deeper research to prove some of the historic records. Moreover, the antitrust compliance and labour regulations were also tough challenges to overcome.”
Some 24% of respondents cited different working cultures as the single biggest challenge to dealmaking, though only 44% considered it an important issue overall. This suggests that, while the majority of investors do not face serious impediments in this area, the minority that do encounter this issue see it as significant. Given that the region stretches from the Baltic to the Mediterranean, it is little surprise that cultures vary.
Overall, respondents also cited preparing transitional service agreements (71%) and agreeing on warranties and indemnities (69%) as challenges.
Respondents rated Austria as the market most open to investment, perhaps unsurprisingly – it was not part of the communist bloc and has a fairly efficient, well-funded public administration. Bulgaria ranks joint-second, partly thanks to pro-business reforms introduced in the 2000s. The Czech Republic also came in joint-second in terms of openness to investment.
“We find that our international clients find it straightforward to manage investment and legal issues in Bulgarian transactions,” says Richard Clegg, partner at Wolf Theiss Bulgaria.
Culture Clash
Rate the countries according to the following factors from 1 to 10 for (where 1=least favourable, 10= most favourable). (Averages shown)
How difficult is it to enforce contract claims in the country of your most recent deal in the CEE/SEE region?
How would you describe the current valuations of targets across all sectors in the following CEE/SEE countries?
What is the biggest geopolitical challenge to implementing your current CEE/SEE strategy?
In March 2019, the European Commission, the EU’s executive body, announced the adoption of Regulation 2019/452, which introduced a new framework for screening foreign direct investments in the Union’s member states in addition to the existing 14 national regimes.
This screening is designed to give EU countries greater ability to intervene in FDI in strategic assets, particularly if carried out by state-owned or state-financed companies from outside the bloc.
The framework entered into force in April 2019, but will only apply from 11 October 2020. It creates a cooperation mechanism whereby member states and the Commission can exchange information on specific investments and raise concerns where appropriate. The Commission can issue opinions on investments it deems to be a threat to the security or public order of more than one country, or when it could intervene with an EU-wide project.
The framework aims to enhance international cooperation among EU member states on foreign direct investment screening, including sharing information and best-practice models, and set requirements for member states which are looking to adopt screening mechanisms at national level. National governments will have the final say on specific investments in their jurisdiction, and the Commission says that the process will “take into account the need to operate under short business-friendly deadlines and strong confidentiality requirements”. Only 14 EU countries had investment screening regimes prior to the introduction of the EU framework.
Sensitive sectors
The new framework is partly a response by larger EU member states to address concerns about non-EU countries gaining control of advanced technology and strategically sensitive assets, particularly when many of those countries do not allow reciprocal access to their own markets.
The regulation establishes a framework for the screening by member states of foreign direct investments into the Union likely to affect "security or public order". Hence, some 72% of our non-EU survey respondents said that their most recent CEE/SEE deal was subject to foreign investment screening, and 76% of those said that the deal’s completion was delayed as a result. In some cases, the additional information on the deal was required by the national government in question.
Although it is not yet applicable, this framework has led to an increased awareness for foreign direct investment screening mechanisms already existing in many EU member states, thereby probably already having an impact on dealmaking.
“Energy is a strategic sector and we have already seen the regulator blocking the transaction that would have seen [Czech energy company] CEŽ exit, based on concerns related to the purchaser,” says Anna Rizova, managing partner of Wolf Theiss Bulgaria.
The framework does not oblige member states to establish their own screening regimes and is fairly light touch at this initial stage. But it does hand potentially powerful tools to the Commission and domestic regulators, and the incoming Commission has indicated that the framework will be strengthened over time.
(Non-EU respondents only) Was your most recent CEE/ SEE M&A deal subject to foreign investment screening mechanisms?
(Non-EU respondents only) If you've ever been subject to screening mechanisms for making a deal, did they ever result in any of the following?
PMB’s rise on the investment radar is particularly apparent for PE funds, 33% of whom say the sector is one of the most attractive in the region. The industry is supported on both the supply and the demand side. Traditional incumbent national pharma companies with decades of experience and solid market share are being joined by biotech counterparts, while aging populations, income growth, and health sector reform are supporting the regional PMB market. Access to the EU is particularly significant for medical producers, while countries including Croatia are starting to look at the potential of medical tourism.
A third of respondents expect to seal an M&A deal in the industrials and chemicals sector over the next two years. Countries including Poland and Hungary have had great success in establishing export-oriented industries selling to European markets, leveraging lower costs and a skilled workforce. But the sector faced a downturn in 2019 as Germany’s economy in particular has slowed, which may explain why only 20% of PE respondents cite it among the top two most attractive over the next 12 months.
Attention could turn to agriculture, where development in some countries has been held up by fragmented land holdings and a lack of investment in technology and machinery. Nonetheless, the potential of farming in places like Serbia’s northern Vojvodina province, and leading grain producers Romania and Ukraine, is substantial. Perhaps as a result, exactly half of all respondents who have invested in the sector consider agricultural targets in CEE/SEE to be undervalued.
The two sectors attracting the most attention in CEE/SEE as we enter 2020 are TMT and consumer and leisure. Both were cited by 38% of respondents as sectors in which they are likely to invest, closely followed by industrials and chemicals (34%) and PMB (33%).
Manufacturing in CEE leverages relatively low costs, an experienced industrial workforce and access to the huge EU market. Nonetheless, nearly half of all respondents who have invested in the industrials and chemicals sector say that the sector is overvalued.
Nearly two thirds of respondents that have invested in real estate and construction in the region say that assets in the sector are overvalued, more than any other sector, followed by energy, mining and utilities (48%).
The valuation gap is regularly cited as a challenge for investors in the region, and can be particularly acute for PE players looking to buy family companies.
“Valuations are high right now,” says Christian Mikosch, partner at Wolf Theiss Austria. “It's a reflection of sellers' high expectations of the potential and certainly has some justification, but it also makes business hard sometimes.”
The TMT sector has long been a key driver of investment in the region. Targets range from big-ticket telcos (Bulgaria’s Vivacom and Croatia’s Tele2 were both acquired in 2019, for example) to a growing range of vibrant tech start-ups, to media houses that have seen a transition back to regional from international ownership. The region’s long tradition of excellent technical education, relatively low costs, and generous EU funding have helped create lively tech ecosystems in many countries. This helps explain why 38% of respondents say they expect to make an acquisition in the sector over the next two years, with 26% choosing it as the most important sector.
The consumer and leisure segment, meanwhile, has been supported by rapid income growth in key markets such as Hungary and Romania, as well as the expansion of modern retail, which remains under-penetrated in most markets. The region is also increasingly on the global tourism map: the sector accounts for up to 25% of Croatia’s GDP, for example. Some 38% of respondents say they expect to complete a deal in consumer and leisure in the coming two years, the same proportion as those who expect to do so in TMT.
CEE private equity buyouts, 2013-2019
(PE respondents only) What are the main obstacles for private equity firms in the CEE/SEE region? (Select the top two)
(PE respondents only) Which sectors do you think will be the most attractive in the CEE/SEE region over the next 12 months? (Select the top two)
Please specify which sector(s), if any, you expect to make an M&A deal in the CEE/SEE region over the next two years.
On average, how would you describe the current valuations on targets in the CEE/SEE region in the following sectors?
PE value falls
A total of 53 PE deals were recorded in CEE/SEE in 2019 – a small increase from the 52 deals in 2018. Value, on the other hand, was down significantly from €7.4bn in 2018 to €2.3bn in 2019. However, this does not paint the full picture, as the 2018 figure was boosted by several €1bn+ deals. “There’s quite an aggressive approach by private equity funds to do deals in the consumer sector,” says Ileana Glodeanu, partner at Wolf Theiss Romania. “We’ve seen strategics exit, especially on the retail side, and private equity funds entering.”
Overall, interest from PE and venture capital is rising.
“What we’ve seen with private equity is they’re more willing to take a serious look at Romania,” says Jardine. “For example, PE was involved in some of the bigger deals in real estate, and we've seen interest from PE in renewables.”
Those investors are also in for the longer haul. More than half all respondents (52%) in PE expected to hold on to their investments for at least six years, whereas last year the same proportion said that they would look to exit after four or five years.
Nonetheless, barriers to PE growth remain. Some 54% of respondents say that underdeveloped capital markets are major obstacles to PE in the region; not unrelated are the limited exit opportunities, cited by 34%.
How long do you plan to hold your investment in this asset (from purchase to exit)?
Hotspots for restructuring opportunities are expected to include Poland (cited by 45% of respondents) and Austria (41%). An October 2019 EU court ruling paving the way for holders of Swiss franc loans to challenge Polish banks over “abusive clauses” may not create distress per se – indeed it is intended to do the opposite – but may lead to further restructuring of foreign currency debt portfolios and significant losses by banks.
Respondents expect industrials and chemicals to be the sector which will see the most restructuring opportunities (59%). Due to slowing international demand, the industry has contracted in some countries. In second place, the energy, mining, and utilities (EMU) sector was cited by 46% of those surveyed. These two sectors tend to be particularly exposed to fluctuations in commodity prices, as well as regulatory tightening associated with global, EU, and national efforts to tackle climate change.

Other opportunities are likely to include ongoing unwinding of non-performing loans in countries such as Slovenia, Bulgarian real estate projects requiring refinancing, and Romanian renewable energy investments that have become less viable thanks to changes in subsidies.
The growing cost of technology, macroprudential regulation, and competition are also likely to drive consolidation in the financial sectors of overbanked countries like Poland and Romania. Current sale processes in both countries support this thesis: in Poland, mBanka has been put up for sale by Germany’s Commerzbank, while France-based Credit Agricole is in the midst of a sale process for its Romanian and Serbian assets.
With interest rates in Europe generally at all-time lows, and the European Central Bank (ECB) preparing to step up its quantitative easing programme, the fundraising environment in CEE/SEE looks positive on paper.
Indeed, 61% of respondents say that the environment remained the same from 2018 to 2019. However, 38% say that the fundraising had become harder, and 51% expect it to become more difficult to raise funds in the coming 12 months.
Investors expect distressed debt opportunities to grow in 2020 – with 72% forecasting a rise, and 39% expecting a significant increase, up from just 15% last year.
The uncertain global economic and political outlook is one reason for this. Financial institutions are wary of growing risks from trade wars, Brexit, and slowing growth in emerging markets. The inversion of the US Treasury yield curve in mid-2019 was seen by some as a harbinger of a possible global recession; a reversal between long- and short-term Treasuries has often preceded recession. The impact of such factors on specific sectors, including manufacturing, are likely to be drivers of distress.
Perhaps more significantly, though, economic potential in CEE/SEE continues to be constrained by the shallowness of regional capital markets. Attempts to consolidate stock exchanges have generally made little progress, and access to private capital is a challenge, though one that EU funds have helped address to an extent.
“The lack of local fundraising is one of the huge obstacles when it comes to CEE/SEE markets,” said a partner in a Ukrainian private equity firm. “Private equity firms are very much reliant on these at times and unavailability can deter their presence from these markets. Constant efforts are being taken, but they are not enough at this point in time.”

Despite these challenges, partners at Wolf Theiss see well-planned transactions moving forward as usual. Perception of an impending funding downturn has not yet materialised in dealmaking.
“I would say that considering the amount of money available from all sorts of investors whether private equity or banks, there are no difficulties for companies with good projects to raise money,” says Taras Dumych, managing partner at Wolf Theiss Ukraine.
There is substantial dry powder in private equity, which has become increasingly active in business and financial services in particular, while banks are keen to finance acquisitions in some sectors, such as real estate and construction. Alternative sources of financing, such as subordinate debt instruments, are attracting interest in some jurisdictions.
How do you think the fundraising environment for dealmaking in the CEE/SEE region will change over the next 12 months?
How do you think the fundraising environment for dealmaking in the CEE/SEE region will change over the next 12 months?
How are you planning to finance your next acquisition in the CEE/SEE region?
In which country do you expect to find the most opportunities for restructuring over the next 12 months? (Select the top two)
In which sectors do you expect to find the most opportunities for restructuring over the next 12 months? (Select the top two)
Was the seller in the transaction selling distressed assets?
What do you think will happen to distressed debt opportunities in the CEE/SEE region in 2020?
Headline figures suggest a cooling in M&A activity in CEE/SEE in 2019, which is not surprising given the international headwinds that were particularly apparent in the middle of the year. And, indeed, export-oriented sectors such as manufacturing have seen a slowdown in some markets, while in others, investors are taking pause after a flurry of deals in recent years.
Other challenges including the paucity of regional capital markets can make fundraising and exits a challenge for some, particularly in PE. Compliance can be costly and time-consuming, with EU and local regulations to which to adhere, and global pressure to meet higher AML standards. Bureaucracy in some jurisdictions moves slowly. And the emergence of the EU FDI screening framework may add to the compliance burden.
Nonetheless, the fact that nine in ten investors in the region say their experience in the region has made it more likely that they would invest again, and more than two-thirds of corporates and three-quarters of PE funds are already lining up acquisitions for 2020-21, tells its own story. Political stability and growth outstripping the EU average are major advantages.
Indeed, our partners’ experience with clients suggests that investment interest is as strong as ever. Several trends are emerging:
1) The rise of Poland as a gateway to the region. CEE’s largest market has had its competitive advantages boosted by infrastructure investment and robust economic growth – unbroken even in 2009. Austria will remain a key entry point, however.
2) The PMB sector is growing in importance. The region’s aging population and income growth are boosting demand, while established pharma and rising biotech companies exporting internationally make attractive targets. Traditional areas of strength such as TMT and industry should continue to see lively activity.
3) Private equity investors are showing increasing interest in the region, from banking through telecoms to consumer and leisure. There are more companies of size to attract PE than there were a decade ago, and more owners willing to sell; exits remain a challenge, however.
4) An increase in distressed asset sales is likely on the cards, as some companies are squeezed by slower growth, competition, and regulation.