UK Public M&A Update Q1 2026
Welcome to our review of the UK public M&A market for the first quarter of 2026. Alongside this we are pleased to publish our fifth episode in our Takeover Talks series which you can listen to here. In this podcast, Harry Thimont, Maria McAlister and Jade Jack discuss in more detail some of the trends they are seeing in the market.
Links to download the full review and to access our podcast can be found at the bottom of the page.
Overview
And so we begin again …
In our Q1 2025 publication, we opened with the words “what a difference a day makes …”. At the time, trillions of dollars had been wiped off the global stock markets following the “Liberation Day” announcements, something previously unimagined, but the phrase seems equally applicable today. Since the start of the year, we have seen further geopolitical destabilisation with the Iran conflict. The economic implications of this, both in terms of surging energy costs and the impact this will have on inflation and interest rates, are affecting stock markets and business activities around the world.
In the UK, prior to this, there was a positive start to the year, with some sizeable deals being announced. The possible offer for Glencore by Rio Tinto, although ultimately withdrawn, would have created the world’s largest mining company. Meanwhile, Zurich announced an £8.1 billion offer for specialty insurer, Beazley, and PE-backed Nuveen made a £9.9 billion offer for investment manager, Schroders, the largest UK public offer since Takeda’s £46 billion offer for Shire in 2018. However, aside from these significant transactions, and a £1 billion+ possible offer for Senior (which has since become a firm offer), the focus has been on the small-cap space.
Around two thirds of the firm offers announced in Q1 2026 were made by private equity. However, nervousness around the private capital markets and inflationary pressure on interest rates may impact the availability of financing and slow private equity momentum in the near term. It will be interesting to see whether strategic bidders will take advantage of this.
Strategic reviews and sale processes
Six targets initiated either a private sale process (PSP), formal sale process (FSP) or strategic review in the first quarter, benefiting from the Panel’s new naming dispensations. Where bidders were subsequently leaked, those parties were then required to be named. In contrast to an FSP, those parties named as part of a PSP or strategic review were also set put up or shut up deadlines – a deadline by which the potential bidder must make an offer or walk away. The distinction the Panel draws here is that, while a target initiating an FSP can control participants entering into the FSP, the same is not true for a PSP or strategic review, and therefore the Panel believes it is appropriate to protect those targets from an unwelcome siege during those processes.
Impact of shareholder activism on transactions
We continue to see target boards proposing adjournments ahead of shareholder meetings for schemes of arrangement, as shareholders push back on recommended deals. While some of this is undoubtedly being driven by activist shareholders looking for smaller increases before ultimately supporting the bids, we are also seeing a number of strategics acquiring blocking stakes in competitors and long-term shareholders being prepared to vote down an offer in order to remain invested.
Bidders have reacted in different ways to this opposition:
- On the consortium offer for Inspecs, the bidder countered by switching to an offer structure with a 50% threshold and declaring the bid unconditional as soon as the threshold was met.
- On International Personal Finance, the bidder increased its offer by permitting a special dividend payment and declared the offer final. Shareholders went on to approve the offer at the shareholder meetings.
- In the case of TT Electronics, the bidder switched consideration and declared the offer final, introducing an all cash offer with a share alternative. However, the bid was ultimately voted down.
The continuing trend for vocal opposition is a reminder to ensure that a thorough analysis of the shareholder base is completed before launching an offer.
Mandates
In the last quarter, Ashurst's UK public M&A mandates include advising:
- Kitwave on its recommended offer by OEP Capital Advisors;
- Rothschild on Helios Investment Partners' offer for CAB Payments Holdings; and
- Rothschild on Lesha Bank's offer for Amedeo Air Four Plus Limited.
