深度报告-2026-02-02-德意志银行-Thematic_Research_MA_outlook_2026_Doing_something_big-119750567_53页_1mb

> **来源：[研报客](https://pc.yanbaoke.cn)** Deutsche Bank Research # M&A outlook 2026 Doing something big 14 January 2026 Luke Templeman | Thematic Strategist | Luke.Templeman@db.com | +44 207 541 0130 Galina Pozdnyakova | Research Analyst | Galina.Pozdnyakova@db.com | +44 207 547 4994 IMPORTANT RESEARCH DISCLOSURES AND ANALYST CERTIFICATIONS LOCATED IN APPENDIX 1. UNTIL 19th MARCH 2021 INCOMPLETE DISCLOSURE INFORMATION MAY HAVE BEEN DISPLAYED, PLEASE SEE APPENDIX 1 FOR FURTHER DETAILS. # Top M&A themes for 2026 1. 2025's momentum to lead 2026 2. CEOs' confidence rebounds, feel pressure to do something big 3. European lags but eventually follows the US higher 4. Smaller deals pick up amidst less economic uncertainty 5. Private equity comes in from the cold 6. AI buy over build 7. A releveraging cycle 8. Spin-offs likely front-of-mind 9. Less fear about interest rates and the dollar 10. Growth in cross-border deals 03 11 15 24 29 34 37 41 43 45 Cover image: The green Prime Meridian Laser beam projected from the Royal Observatory in London. The line denotes the merger point of the east and west hemispheres. # 01. # 2025's momentum to lead 2026 # The impressive M&A recovery in H2 last year indicated there is much pent-up demand for dealmaking. We expect this to continue in 2026 Global M&A deal value ($bn) Source: Dealogic, Deutsche Bank. # Macro 1) Hyperscalers' systemic economic risk appears limited. 2) The end of easing cycles in key economies. 3) Chinese economic resilience. 4) The US economy is likely not in decline in the near term. 5) There is a lot of money around that can bail out many (but not all) problems. 6) Demography is not the problem you think. 7) Sovereign debt could result in unexpected volatility in markets but not a major crisis. 8) Private debt is becoming less problematic. 9) Central banks will respond to stagflation fears (one way or the other). 10) Growing Al-related productivity improvements. # Corporates 1) Corporates feel pressure to do something big. 2) AI strategy remains key to investor expectations. 3) A releveraging cycle. 4) Profit margins to plateau although earnings remain strong. 5) Stagnating corporate cash balances ex Mag-7: implications for capital allocation. 6) M&A growth to pick up. 7) Relative certainty in the economic backdrop. 8) Catch-up capex spend for those companies that pulled back in 2025. 9) Asset efficiency will become a CEO's main focus. 10) Localisation to continue. # Another strong year for M&A value growth is likely M&A values are correlated with GDP Deal values may grow by $15 \%$ this year – that is based on DB forecasts and the relationship between US M&A growth and real GDP growth, S&P 500 returns and 10yr bond yields this century. Given that M&A has been subdued since 2022 and pent-up demand remains, 2026 may follow last year's trajectory and "overshoot" this forecast. M&A growth in 2026 - sensitivity table S&P 500 return in 2026 DB forecast -5% 0% 5% 10% 16.9% 20% 25% US real GDP 1.0% -16% -13% -10% -7% -2% 0% 3% growth in 2026 1.5% -10% -7% -4% -1% 4% 6% 9% 2.0% -4% -1% 2% 6% 10% 12% 15% DB forecast 2.4% 1% 4% 7% 10% 15% 17% 20% 3.0% 8% 11% 14% 18% 22% 24% 27% 3.5% 14% 17% 21% 24% 28% 30% 33% 4.0% 20% 23% 27% 30% 34% 36% 39% 4.5% 26% 29% 33% 36% 40% 42% 45% Yet, despite the growth in headline M&A values, US companies are still somewhat timid talking about M&A. In part, this reflects the lag in deal count growth. Meanwhile, European corporates have been more active in talking about all parts of corporate capital allocation. Mentions of capital allocation topics in corporate documents (H2 yoy growth) Source: Bloomberg Finance LP, Deutsche Bank. # The M&A recovery has been highly concentrated in the US, driven largely by TMT. The sector mix has been more diversified in Europe. % of M&A deals by value - US % of M&A deals by value - Western Europe Source: White & Case, Deutsche Bank. # Global M&A dealmaking by region – North America holds a record share of deal value at c $60\%$ , but its share of deal count stands at just $27\%$ , down from $35\%$ in 2021. Share of global M&A deal count by region Source: Dealogic, Deutsche Bank. # Lower antitrust concerns and AI are driving deals in power generation in the US while oil & gas and mining deals are booming in Europe M&A deal values, 2025 growth Source: White & Case, Bloomberg Finance LP, Deutsche Bank. Median 2025 total return (%) # 02. # CEOs’ confidence rebounds – and many feel pressure to do something big # The M&A bottleneck is not funding ... Money market fund assets (institutional, $bn) Dry powder, selected listed private capital managers (\$bn) Corporate cash & equivalents (\$bn) * IG credit spreads (bps) Source: Bloomberg Finance LP, Haver Analytics, Deutsche Bank. * Note: excluding financials, real estate and utilities. ... The bottleneck was CEO confidence – but this is better than you think. Even though overall confidence remains subdued, CEOs are now far more optimistic about their own company. CEOs have been busy dealing with the urgent tasks of adapting to the rapid changes of the last five years. That has taken the focus away from investment and expansion. Expect their focus to return to new growth opportunities. What is your personal outlook toward the following areas over the next 12 months? Managers have been slow to regain their mojo CEO confidence in the economy 1 year from now Source: Deloitte, Bloomberg Finance LP, Deutsche Bank. Many CEOs will be under pressure to do something big – Strong earnings growth today masks the fact that many companies have not adapted to the remarkable changes in the last five years The remarkable changes in the corporate environment over the last five years mean few companies will look the same in five years’ time. # Corporate disruption over the last five years 1) Introduction of Al 2) Shrinking labour force post-covid 3) Higher rates 4) Tariff uncertainty 5) Margin pressure 6) Supply chain bottlenecks 7) Higher input costs 8) Volatile commodity prices 9) Government intervention 10) Need to insulate against geopolitical risk 11) Dollar exposure more problematic 12) More funding options # CEOs have the following options: M&A US growth in deal values (2025 yoy) 59% Capex S&P 500 Stoxx 600 (Median capex as % of Op cash) 20% 34% AI % of companies exploring the potential of agentic AI 33% Efficiency Growth in US and European asset turnover (since 2020 lows) 10% Uplift quality/prices Median profit margin growth of S&P 500 (since Dec-2021) 0% Asset sale Corporate carveouts to PE (2025 yoy) 22% # 03. # European deals to follow the US higher # Regional focus – US: Our model predicts the US deal count may start to rebound amid strong markets DB model: Growth in US M&A numbers (3m-forward forecast based on various contributing variables) Source: Dealogic, Bloomberg Finance LP, Haver Analytics, Deutsche Bank. # Regional focus – Europe: Our models suggest capital issuance in the Eurozone points to slowing M&A momentum in Q1 as good equity returns have struggled to pass through to M&A. The UK is better positioned with a positive contribution from stronger markets, especially lower yields. DB model: Growth in European M&A numbers (3m-forward forecast based on various contributing variables) DB model: Growth in European M&A numbers (3m-forward forecast based on various contributing variables) Source: Dealogic, Bloomberg Finance LP, Haver Analytics, Deutsche Bank. Both US and European dealmaking remains subdued relative to their respective stock markets' growth since 2022. To return to 2010s averages, deal values need to rise $86\%$ and $40\%$ , respectively (assuming no growth in market caps). M&A deal values relative to the stock market (Trailing 12m sum) Source: Dealogic, Bloomberg Finance LP, Deutsche Bank. M&A is more balanced relative to GDP, with ratios for US and Eurozone dealmaking now close to last decade's average. Nevertheless, this still shows that M&A still has room to recover before there are widespread signs of overheating in the market. Deal values relative to GDP Source: Dealogic, Haver Analytics, Deutsche Bank. Growth in M&A deal values in 2025 Source: White & Case, Deutsche Bank. Growth in sponsored deals – another sign of more M&A recovery is that while deal count growth has been slow, it masks a rapid expansion of sponsored deals, whose share has risen by $+11\mathrm{pp}$ in both the US and Europe since 2019. PE growth is unlikely to fully replace the corporate dealmaking demand, but is contributing to the overall demand for M&A. US M&A deal count Source:Dealogic,Deutsche Bank. Western Europe M&A deal count M&A deal values by country (\$bn, annual) M&A deal count by country Source: White & Case, Deutsche Bank. # A strong year for Asian M&A > Deal values are up significantly YoY in key markets including China (45%), Japan (84%) and India (40%), with overall growth in Asia at 38%. > The top 3 sectors by $ value were industrials & chemicals (22%), financial services (16%) and TMT (13%), with financial services dealing in doublebling. Unlike in the US, TMT M&A growth has not been as strong in 2025. Deals in financial services were boosted by China (62% of Asian fin. svcs M&A value), where such M&A has doubled from 2024, similar to Japan. Japan has also seen value of its industrials deals triple, punching above its weight and accounting for 30% of industrials deals in the region but only 19% of total M&A. > Dealmaking values in Japan are now the highest since at least the early 2000s, driven by strong equity markets, corporate governance reforms, inflation, and anticipation of interest rate rises. > Looking ahead, China is a key market where M&A is yet to meaningfully exceed pre-2022 levels. Geopolitical headwinds as well as slower economic growth in the region may slow the recovery and dealmaking in the broader region. Our economists also see higher yields in Japan (with the key rate climbing to $1.25\%$ from $0.75\%$ now) and China (our team forecasts the 10yr to reach $2.20\%$ by Dec-26 from $1.85\%$ now). Stock is being used more as the year goes on – while it has been only $31\%$ of US deals’ total consideration in 2025 (13% in Europe), the rise in US megadeals means more companies are doing stock-only deals Number of stock-only M&A deals (3m sum) Source: Dealogic, Deutsche Bank. # 04. # Smaller deals pick up amidst less economic uncertainty Larger deals are leading the M&A recovery. This reflects the desire to do more 'transformational' deals and a reluctance from smaller companies to 'lead' the market. We expect smaller companies to follow the trend of doing 'transformational' deals in 2026 (albeit at a small scale). Source: White & Case, Deutsche Bank. How unusual is the current trend for big deals? The share of $\$ 1$ bn deals is now similar to previous M&A booms of 2007 and 2021. A likely reversion to mean implies a greater number of smaller deals Share of $\$ 1$ bn deals in global M&A Source: Dealogic, Deutsche Bank. # Mag-7 earnings growth should moderate in 2026. That would bring the focus back onto more 'regular' companies EPS growth with DB forecasts for 2026 Source: Bloomberg Finance LP, Deutsche Bank. Growth in quarterly headline EPS (yoy %) # Small caps may follow large caps as respective indices rise – this may help a broader dealmaking recovery Ratios of large cap to small cap stocks (total returns) Difference in growth between $>$\\(1bn M&A and mid market deal count (yoy) Source: Bloomberg Finance LP, White & Case, Deutsche Bank. # 05. # Private equity comes in from the cold # Private equity exits are growing comfortably in the US and Europe. Deal values are now at levels of previous records. Number of PE exits Source: White & Case, Deutsche Bank. # More exits means more capital deployment. We expect this trend to accelerate in 2026 Selected private managers, deployment v realisations (\$bn) Source: Deutsche Bank company research - US Brokers, Asset Managers & Exchanges - Deutsche Bank Research, Deutsche Bank. * Note: Deutsche Bank company research forecasts. # The IPO market has also finally reopened with a number of large IPOs potentially in the pipeline for 2026. This should further free up private equity and boost dealmaking spirits. The global IPO market is recovering... (Global IPO values - $bn, 3m sum) Source: Dealogic, Deutsche Bank. ... led by US and Asian deals Minority stakes are less popular. Both companies and private capital are preferring outright purchases. This falls into line with the theme of doing 'transformational' deals where the purchaser can add business value rather than merely relying on leverage or multiple expansion. Strategic deal count (6m sum) Sponsor deal count (6m sum) Source: Dealogic, Deutsche Bank. # 06. # AI buy over build # Some CEOs will look to buy AI capabilities that they don't have given the pressure for them to demonstrate an AI strategy. There is a wide divide in results so far. # Where is your organisation currently in the implementation of agentic AI? (Survey in Q2 2025) # How much work can AI do? In March, the IMF highlighted the pros and cons of using AI in the workplace. It argued that about $40\%$ of global employment will be affected by AI, particularly "cognitive" work. However, it also pointed to a recent study that showed that, in some roles, although the overall quality of output may be boosted by AI, the technology as it stands can also produce more "sameness" given that the tools used give something of a standardised response. Startups and large businesses are early adopters. Mid-sized firms may be left behind Projected AI usage rate over the next 6m by business size # Do the hyperscalers pose a market or economic risk? The answer depends on the assumptions behind the questions we can't yet answer. That means we will see more market volatility until there is greater clarity on the ROIC that hyperscalers can generate from their capex spend 33% Share of YoY US economic growth related to Al-related spending in H1 2025 The main risk is to confidence 34% The Mag-7 market cap in the S&P 500 ➢It is too early to tell whether the hypercalers will hit their assumed rate of return on invested capital. The payback will take years, but what timeline is reasonable? 26% Tech-related investment relative to total US domestic investment ➢The debt of some data centre developers is a concern, however, this appears to be too niche to have a systemic effect. 31% % of US household assets in equities (Q2 2025) ➢So, the unknowns mean more volatility is likely in the coming year as investors bounce between being optimistic about AI and questioning the ROIC. 18% Foreign holdings of US stocks ➢The potential fallout from a >25% Big-Tech sell-off: ➢Tighter credit markets ➢Worries about which banks have extended leverage to Big-tech investors ➢Dollar volatility ➢Lower front-end rates Source: Bloomberg Finance LP, Haver Analytics, Deutsche Bank. # 07. # A releveraging cycle # We expect a corporate leveraging cycle CEOs have been conservative during the tumult of the 2020s. With more certainty on the horizon, we expect something of a 'return to normal' in terms of corporates taking advantage of plentiful funding options to expand their operations. # The setup for a leveraging cycle # Large corporates could be underlevered The leverage of the median company in both the US and Europe has been falling due to rising equity valuations. Large caps now have better credit fundamentals than pre-covid. # Funding costs are accommodating The refinancing cost proxy is near zero and is the lowest in years. Companies are also exploring different borrowing options such as Yankee deals. Market pricing shows expectations for 3 more full cuts in the US (another 75bps of easing). There are also signs that investors prefer IG debt and are potentially using it to replace government debt allocations. # There are investment needs Excluding the Mag-7, capex spend by the S&P 500 is more modest and return of capital (buybacks and dividends) has been flat in nominal terms since 2022. Capex has also been falling since 2015 before the recent increase and is still not back to that level in real terms. # Cash buffers beginning to fall Since covid, companies have enjoyed good cash cushions but this has faded in real terms especially as margins have stopped expanding. So, debt expansion could be the next stage as corporates seek new avenues of returns. A more dovish Fed helps. Firms have been deleveraging for some years Median financial leverage Cash accumulation has peaked. That indicates more usage Total cash & equivalents on balance sheets (\$bn) Source: Bloomberg Finance LP, Deutsche Bank. Note: ex. Financials, real estate and utilities. # Median PE multiple by financial leverage (assets over equity) bucket – US companies with higher leverage tend to be less volatile and trade at lower multiples Russell 1000 stocks with lower financial leverage had the greatest recovery in valuations since 2022 ... ... in part because they have higher multiples and are more volatile Russell 1000 stocks' P/E today less P/E in previous quarters, median by today's leverage quartile Source: Bloomberg Finance LP, Deutsche Bank. Note: ex. financials, real estate and utilities. # How do investors value bigger companies? Growing larger, by itself, does not necessarily mean a higher or lower valuation. Indeed, there has been little impact from asset and sales growth on valuations (outside high-growth firms that “grew” into their multiples) over the last 5 years. In part, this because in the US, corporate growth has been ubiquitous – the median blue chip mcap rose by $c65\%$ . Russell 1000, change in P/E from 2019 to 2025 based on quintile of assets and sales growth (ranges shown) US public companies are growing larger Source: Bloomberg Finance LP, Deutsche Bank. Note: ex. financials, real estate and utilities. # 08. # Spin-offs likely front-of-mind # Shedding assets will likely be a key theme for 2026. Already, companies that have increased their 'asset turnover' have boosted their stock market returns. Global PE deals - number of corporate carve outs Number of US M&A deals classified as acquisition of assets by buyer, 12m sum # Spin-offs to boost corporate efficiency The primary way that companies increase value will be making themselves more "efficient" – ie. generating more sales from their assets. Already, companies that have been increasing their asset turnover have been outperforming those that have not. We expect this trend to accelerate as 2030 approaches. Total return of companies with rising vs falling asset turnover, over each period (% p.a.) * Source: Preqin, Dealoric, Bloomberg Finance LP, Haver Analytics, Deutsche Bank. * Note: excluding financials, real estate and utilities. # 09. # Less fear about interest rates and the dollar # Stability of the dollar is a big benefit to M&A as buyers become more international and companies seek financing in foreign markets. This is particularly important for companies that wish to increase their footprint in the US to hedge against geopolitical tensions. US DCM issuance by currency (\$bn, 12m sum) Source: Dealogic, Bloomberg Finance LP, Deutsche Bank. Currency volatility has declined on dollar stability # 10. # Growth in cross-border deals 136.5 - Dollar depreciation Volatility from geopolitical risk Length/investor belief in further AI rally Uncertain effects of key central banks being at different points in their cycles - Weakening US labour market - Weakening credit markets Vol around US midterm elections US trade policies and passthrough of tariffs Unexpected targeted involvement of politicians in certain deals (particularly consumer facing) Corporate growth Big IPOs lead to more PE deals - Greater certainty enables more risk taking International corporates look for a US footprint - Antitrust authorities likely more favourable to large deals Market is open to non-tech deals and IPOs # Appendix 1 # Important Disclosures # *Other information available upon request *Prices are current as of the end of the previous trading session unless otherwise indicated and are sourced from local exchanges via Reuters, Bloomberg and other vendors. 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