By Chris Temple and Roberta Carter
Pressure to accelerate net zero transformation is building as new sustainability and wider environmental, social and governance (ESG) reporting demands put planning and progress under an auditable public spotlight.
For frontrunners with a track record of incorporating sustainability considerations into dealmaking, this is an opportunity to realise the share price benefits from your investments as ESG becomes an ever more critical element of corporate valuation. But failure to live up to your promises could put your business at risk of both a damaging credibility gap and higher cost of capital.
These new reporting demands and the stakeholder pressure that surrounds them are providing strong impetus for deal activity – our research reveals that appetite for net zero-driven deals is strongest in sectors facing greater pressure to decarbonise. Businesses are reviewing their operations and seeking out access to the talent and technology needed to accelerate decarbonisation. The results can be seen in transactions ranging from the acquisition of carbon capture and home energy efficiency capabilities, to partnerships tackling clean energy and low emission production techniques.
The market for carbon-intensive assets is shifting as more companies look to divest from these operations due to the push for net zero emissions and the risk of stranded assets. Although the transition speeds vary and may take decades, significant capital is still targeting these assets. Some buyers see revenue potential in meeting current demand while others exit the market, adopting a 'last man standing' strategy. This creates a complex landscape where balancing immediate financial gains with long-term sustainability goals is crucial.
But seeing net zero transformation as simply a necessary cost would leave a significant amount of value on the table. Dealmaking can be the catalyst to fundamentally transform business models, carve out new revenue streams and enter new markets, in a way that is not possible through organic growth alone.
A clear case in point is the acquisition of advanced battery technology. In a recent example, the buyer was not only looking to acquire expertise and innovations developed in Formula One racing to decarbonise its own operations, but also market the capabilities to peers and adjacent industries. Moving early to create a leading position in decarbonised logistics could open a huge source of growth and return, whilst reducing energy costs and emissions.
Highlighting the potential for reinvention, an energy company has embarked on a series of acquisitions as part of its shift from oil and gas to hydrogen, liquid natural gas and other green energy supply.
“As we move towards a low carbon economy, dealmaking is an opportunity to refocus your operations and transform your business model for long-term growth.”
Christopher Temple,
Strategy& Deals partner, PwC United Kingdom
The rationale for transaction-led transformation strategies is compelling. First and foremost is speeding up the time to value. Net zero-focused acquisitions provide immediate access to talent and technology that would take years to develop organically. By the time you’ve tried to do it all yourself, the market would have moved on and the competitive advantage would be lost.
In turn, the asking prices for what are generally start-up and scale-up targets are likely to be a fraction of the buyer’s turnover and valuation. But the acquisitions could be competitively game-changing for early-movers. Sellers may also be keen to find buyers to help them roll-out their technology and commercialise it more widely than they could on their own.
But with the opportunities, come challenges. Some of them are common to the acquisition of all specialist companies in which the primary source of value is proprietary knowledge and a small group of highly sought-after talent. But the sustainability focus of these businesses also creates distinctive issues in areas ranging from potential clashes of purpose and culture, to how to leverage technologies that may not be easily integrated across existing operations.
More fundamentally, navigating the influx of carbon start-ups and tech providers presents challenge for organisations seeking to maximise value from their investment. Acquiring the wrong business, or investing in the wrong tech solution, not only risks short-term return, but also longer-term market share.
“Early integration planning and aligning cultural values are crucial for realising the full potential of net zero-led transactions.”
Roberta Carter,
Delivering Deal Value Partner, PwC United Kingdom
So how can you maximise the value from net zero-led acquisitions, while managing the risks? Above and beyond the core foundations for effective dealmaking and integration, four priorities stand out:
Key questions include, how can the acquisition drive financial value as well as meeting decarbonisation targets? What are the opportunities to commercialise and cross-sell the capabilities? How can you make the most of the net zero synergies and economies of scale opened up by merger and acquisitions (M&A)?
Value driven deals require closer collaboration between M&A and sustainability teams. This will help to target openings for revenue generation, while embedding net zero more closely into deal strategies and business model review.
Build emissions, sourcing and other key aspects of ESG into early screening and due diligence. While a lot of the focus is on the environmental ‘E’, it’s also important to take close account of the social ‘S’ in areas such as deforestation, labour practices and gender pay.
Early vetting will help to ensure that the upsides are identified and valued on the one side and material risks flagged on the other. It’s also important to have a sustainability presence right through the deal cycle, rather than simply vetting at a late stage.
The quicker new teams and technologies can be integrated, the sooner you can realise the value. Companies with a capabilities-driven strategy are 3x as likely to grow faster than their industry, but successful integration is key. Technical challenges and people issues can impact the transformative potential of the transaction.
That’s why it’s so important to begin integration planning early and bring sustainability teams into the process from the outset. You can support this by building ESG measures into the integration progress and value tracking in areas, such as new baselines and perimeters for emissions within the merged business. And there are clear results; in our recent M&A report, we found that 93% of organisations who reported significant value creation, invested 6% or more of their total deal value in integration.
Start-up and scale-up innovators come from organisations where the cultural DNA is agile, experimental and often unconventional. They can easily feel suffocated within large organisations. The cultural challenges can be heightened if a carbon-intensive group buys a greentech business. Incentives such as vesting arrangements are therefore important in retaining and motivating this talent. But financial reward is unlikely to be enough on its own for people who are driven by an environmental and social mission.
It’s therefore important to review your own ESG strategy and underlying purpose in the same way that you would analyse a target. Where your company stands now in areas such as emissions may not be appealing. But it is possible to win over target teams by explaining where you want to be and how you plan to to realise these ambitions across different dimensions of ESG, through learning from their personal achievements and expertise. You can show them how being part of your organisation can help to maximise the impact of their ideas and innovations, by empowering them to lead the sustainability agenda across the total enterprise.
If you would like to know more about how we’re helping organisations to realise the full value from net zero transactions, including opportunities to deliver business model reinvention and broader transformation, please get in touch.
UK Value Creation Leader and Global DDV Leader, PwC United Kingdom
Tel: +44 (0)7710 036054