Continuing the trend from 2024, we saw competitive tension remain high in 2025 with five firm competing offers and several potential competing bid situations. Each of the firm competing offers involved private equity bidders, reflecting the fact that PE buyers are now more familiar with the public M&A process and less reticent to be publicly named despite the risk of their bid not succeeding. Tactics deployed have included the use of stakebuilding and no increase statements (as further shown by the examples below), but price and sentiment of an offeree’s largest shareholders remain the key differentiators.
Assura plc
In what was seen by many as a test case for the future of UK plc, 2025 saw competitive offers for UK-listed REIT Assura plc.
On 9 April 2025, a consortium of Kohlberg Kravis Roberts & Co. L.P. and Stonepeak Partners LP (the “Consortium“) announced a recommended cash offer for Assura plc (by way of scheme). On 16 May 2025, Primary Health Properties plc, another UK-listed REIT with a similar shareholder base to Assura, issued its own unrecommended shares and cash offer (by way of contractual offer).
Following an initial adjournment of the shareholder meetings for the Consortium’s offer, on 11 June 2025 the Consortium announced an increased and final cash offer (by way of contractual offer), which was recommended by Assura’s board. Discussions between all parties continued and on 23 June 2025, PHP announced an increased shares and cash offer with a special dividend (by way of contractual offer). This offer had the recommendation of Assura’s board, who withdrew their recommendation of the Consortium’s increased and final cash offer. With Day 60 for both offers set for 12 August 2025, it was then a race to 50%+1 of shareholder support, with the Consortium holding an initial 5.05% of Assura shares. On 12 August 2025, PHP declared its offer unconditional and the Consortium’s offer lapsed.
Going ‘final’
If a bidder publicly declares that its offer is final or uses similar expressions (e.g. its offer will not be increased, improved or amended), the bidder will be prohibited from amending the terms of its offer, even if the amendment would not result in an increase of the value of its offer. This also means that if the target subsequently pays a dividend to its shareholders, the bidder’s offer will normally be required to reduce by an amount equal to that dividend. A bidder can state circumstances under which its no increase statement can be set aside, with Panel consent (which will only be provided in wholly exceptional circumstances). For example, a bidder may wish to increase its offer if a new bidder makes a competing offer for the target.
TT Electronics plc
Following Cicor Technologies Ltd’s announcement of a recommended cash and share offer for TT Electronics plc, DBAY Advisors Limited, who at the time held approximately 16.5% of TT’s issued share capital, announced that it was happy with the progress the business was making and therefore did not intend to vote in favour of Cicor’s offer. TT responded by confirming that it had received three highly conditional unsolicited all-cash proposals from DBAY, each of which had been unanimously rejected by the board.
Following engagement with TT shareholders, Cicor announced a revised offer which introduced an all-cash offer to address concerns raised by TT shareholders around their ability or desire to hold Swiss-listed securities. The revised offer was declared final. DBAY subsequently stakebuilt to approximately 24.5% and, following the publication of Cicor’s scheme document made a Rule 2.4 announcement confirming that it was considering a possible offer for TT and that it intended to vote against the scheme. The shareholder meetings where subsequently adjourned to allow more time for engagement with TT shareholders before DBAY later made a Rule 2.8 announcement.
After a further adjournment of the shareholder meetings, the scheme lapsed at the start of this year as the requisite shareholder majorities were not obtained at the meetings. At that time, DBAY continued to own 24.5% of TT’s issued share capital.
Inspecs Group plc
After the announcement of a recommended firm cash offer by a consortium comprising Luke Johnson and Ian Livingstone, each of H2 Equity Partners Ltd and Safilo Group S.p.A (who had previously put forward possible offers for Inspecs) made Rule 2.8 announcements. Safilo shortly thereafter built a stake in Inspecs of, in aggregate, 25% of Inspecs’ share capital to provide them with “a strategic opportunity in the company‘s future developments“. 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.
Key takeaways
- Target companies should consider wall-crossing its largest shareholder(s) as early as possible in the process to gauge support for the transaction and, where possible, address any issues to avoid an offer lapsing due to a lack of shareholder support and differences of opinion being played out publicly.
- Bidders should engage with key shareholders early and push for an irrevocable undertaking where possible.
- Where a bid is competitive, competing bidders will want to consider carefully the pros and cons of proceeding to a formal auction process (which remains rare) and declaring an offer ‘final’.
