Small and mid-cap deals … but for Main Market companies
The number of higher value firm offers fell slightly from the notable increase seen in 2024, with 11 of the 57 (19%) firm offers in 2025 having a value over £1 billion, compared to 17 of the 56 (30%) firm offers made in 2024. All of the firm offers over £1 billion in 2025 were for companies listed on the Main Market.
Small and mid-cap deals continued to represent the majority of transactions in 2025, with the majority of firm offers having a deal value under £250 million (27, 47%), leaving 19 (33%) firm offers with a deal value between £250 million and £1 billion.
Slightly surprisingly, there was a slight increase in offers for Main Market listed companies, with 32 of the 57 (56%) firm offers, compared to 30 of the 56 (54%) firm offers in 2024. The aggregate deal value in 2025 was just under £38 billion, representing approximately 70% of that in 2024.
Industry preferences
Companies from the financial, computer and electronic equipment and real estate sectors continued to attract the most attention in 2025, in line with previous years. The financial sector was the most popular with 14 of the 57 (25%) (2024: seven of 56 (13%)) firm offers. The next most popular sectors were computer and electronic equipment with nine of the 57 (16%) (2024: six of 56 (11%)) firm offers and real estate with seven of the 57 (12%) (2024: nine of 56 (16%)) firm offers.
Computer and electronic equipment
The technology sector has been one of the most active sectors for several years and continues to see activity in both the mid-cap and large-cap space. These significant levels of activity are likely to continue in 2026 as investment in AI and associated technologies continues. Supporting sectors providing the energy to power AI are likely to also benefit from increased investment.
Real estate
The continued interest in real estate businesses, and in particular, UK Real Estate Investment Trusts (“REITs“), is largely a result of them continuing to trade at significant discounts to their net asset value (NAV). The REIT market has seen notable consolidation in the last couple of years, with buyers hoping to benefit from cost synergies and savings from delisting.
A particularly high-profile example of consolidation within the REIT market in 2025 was the acquisition of Assura plc by Primary Health Properties plc, which the Travers Smith team advised on. In addition, we advised Care REIT plc (now CareTrust UK) on its takeover by CareTrust REIT, Inc., and so we continue to benefit from direct market insight and experience within this sector.
Other
On the other hand, the construction and industrials sector fell in popularity from 2024 with only three of the 57 (5%) (2024: six of 56 (11%)) firm offers, the support services and utilities sectors showed revived interest, with the support services sector attracting six of the 57 (11%) firm offers, up from three of 56 (5%) in 2024, and the utilities sector attracted two of the 57 (4%) firm offers, the first ones since 2022.
International bidders
Overseas bidders continued to show steady interest in UK public companies, with bidders on 35 of the 57 (61%) firm offers being incorporated outside the UK, matching that in 2024. The US crossed the threshold for the country of origin for most overseas bidders, with 18 bidders (51%) (up from 47% in 2024). Companies incorporated in Canada were the second most active overseas bidders, with five of the 35 (14%) firm offers involving international bidders incorporated there.
US bidders were primarily interested in companies in the financial, computer and electronic and real estate sectors.
Structure
Schemes of arrangement remained the preferred structure for public takeovers in 2025, however there was a rise in popularity of contractual offers, a reflection of an increase in competitive situations and shareholder activism. 48 of the 55 1 firm offers (87%) (2024: 52 of 55 2 (95%)) were implemented by way of a scheme of arrangement, with seven of 55 (13%) (2024: three of 55 (5%)) implemented by way of contractual offer.
Of these contractual offers, only one initially non-competitive offer was hostile on announcement (Regent International Holdings Limited offer for Inspired plc), whereas two were announced in competition with existing firm bids (Primary Health Properties plc’s offer for Assura plc and HGGC, LLC’s offer for Inspired plc). Two offers were originally structured as schemes of arrangement and switched to an offer (Kohlberg Kravis Roberts & Co. L.P. and Stonepeak Partners LP’s offer for Assura plc and Blackstone Inc.’s offer for Warehouse REIT plc). Two offers were announced by the target company’s existing shareholders (offers for Anexo Group plc and Idox plc).
Private equity-backed, strategic and consortium offers
The number of firm offers backed by private equity went up slightly to 26 of the 57 (46%) firm offers in 2025 from 24 of the 56 (43%) firm offers in 2024, however continuing the overall trend of private equity-backed offers being less popular since 2023, which saw 36 of the 57 (63%) firm offers backed by private equity. Additionally, such deals saw less high-value offers this year, with only five private equity-backed offers having a deal value of over £1 billion, down from eight in 2024.
There were four firm offers from consortium bidders in 2025, up from three in 2024, with the majority of these offers including private equity bidders as consortium members. The deal value of these offers ranged from £85.4 million (Luke Johnson and Ian Livingstone’s offer for Inspecs Group plc) to £1.7 billion (Kohlberg Kravis Roberts & Co. L.P. and Stonepeak Partners LP’s offer for Assura plc).
Competing offers
The level of competing firm offers remained stable at five in both 2025 and 2024. Notably, private equity bidders were involved in each of the five firm competing offers in 2025, and we saw private equity bidders go against a strategic bidder in the offer for Assura plc and against another private equity bidder in the offer for Spectris plc. The Panel also established auction procedures to resolve two competitive situations, for the first time since 2021.
Acquisition finance
The challenges seen in the debt market in recent years showed signs of stabilisation, with 54% of the firm offers in 2025 using debt to fund or part fund the offer, up from 50% in 2024.
There has also been increased availability of private credit to fund offers, which together with the availability of the debt market allows larger liquidity and greater returns utilising leverage, particularly for private equity bidders.
Shareholder activism
Shareholder activism and engagement played a key role in a number of offers in 2025, demonstrating the continuing willingness of shareholders to take action and publicly voice their views.
For example, in Cicor Technologies Ltd.’s offer for TT Electronics plc, DBAY Advisors Limited, as a shareholder with over 16% in the target’s share capital, publicly announced that it did not support the deal, later leading to DBAY making a possible offer announcement for TT. Cicor’s original offer of cash and Cicor shares was also revised to include an all cash offer following engagement with TT shareholders who noted that Cicor’s shares were listed in Switzerland.
The offers for Inspecs Group plc saw a shareholder with a 5.5% stake in the target’s share capital, First Seagull, send a letter to the target (which was later published at the Panel’s request), expressing its opinions on the proposed transactions. The letter stated that if the board of Inspecs did not take steps to run a proactive, independent process and take other actions requested by First Seagull, it would requisition a general meeting to ensure the action was taken, or to replace the Inspecs board. These offers also saw stakebuilding by one of the bidders, Safilo Group S.p.A, after it had made an announcement of intention not to make an offer. On 6 February 2026, Inspecs announced that it had received proxy votes in relation to the resolutions to be put at the shareholder meetings to approve the transaction such that, if not changed, the consortium’s offer would lapse, and therefore it intended to adjourn the shareholder meetings until later in February. Later that day, the consortium announced that they had purchased 19.1% of Inspecs’ share capital. This situation remains ongoing at the time of publication.
Another example of shareholder activism includes Regent International Holdings Limited’s hostile offer for Inspired plc, where Inspired gathered support from its shareholders in defence of Regent’s bid totalling in aggregate almost 50% of Inspired’s share capital, with HGGC, LLC coming in as a white knight and receiving the support of some of the shareholders who had opposed Regent’s bid.
What is a “white knight”?
A white knight is a preferred bidder which launches an offer for a company to “rescue” it from a hostile takeover (a “black knight”) or sometimes imminent financial distress. The white knight provides a favourable alternative to the hostile bidder, either by offering more favourable terms for shareholders and management or simply a premium to the black knight’s offer price. The terms “white knight” and “black knight” in this context are thought to originate from the roles the pieces play in chess.
Science Group plc’s engagement with Ricardo plc was an interesting example of shareholder activism outside of a live offer which consisted of stakebuilding, submitting governance proposals and formally requisitioning a general meeting, whereas DBAY Advisors Limited and Edmond de Rothschild Equity Opportunities IV SLP’s offer for Alliance Pharma plc saw the court meeting and general meeting adjourned to allow more time for discussions with shareholders and for the offer to be revised.
Irrevocable undertakings
As is usual, shareholders continued to show their support for firm offers in the form of irrevocable undertakings to accept/vote in favour of the offer, with 53 of the 57 (93%) firm offers involving irrevocable undertakings. Bidders on 22 of the 57 (39%) firm offers obtained irrevocable undertakings in respect of at least 30% of the target’s issued share capital, up from 29% in 2024. On eight of the 57 (14%) firm offers, irrevocable undertakings were received in respect of more than 50% of the target’s issued share capital. Non-director shareholder support was strong this year, with 38 of the 57 (67%) firm offers in 2025 receiving irrevocable undertakings from such shareholders, up from 63% in 2024.
Non-director shareholder support took the form of hard irrevocable undertakings in 13 firm offers, semi-hard irrevocable undertakings in 15 offers, soft irrevocable undertakings in one offer and a combination of hard and/or semi-hard and/or soft irrevocable undertakings in nine offers.
