UK Public M&A Update - Q2 2025
14 July 2025
Welcome to our review of the UK public M&A market for the second quarter of 2025. Do also look out for our podcast in which James Fletcher, Harry Thimont and Jade Jack discuss in more detail some of topics referenced in our review.
Links to download the full review and to access our podcast can be found at the bottom of the page.
Overview
Geopolitical uncertainty drives increased interest from the US
A late slew of offers from US corporates and private equity, including DoorDash’s £2.9 billion offer for Deliveroo and competing, multi-billion pound private equity bids for Spectris, meant Q2 2025 finished as one of the busiest quarters for inbound US to UK M&A in recent years.
Despite the ongoing geopolitical uncertainty, UK public M&A picked up significantly in May and June, with heightened interest from across the Atlantic in respect of UK listed companies, some of which have exposure to North American markets. In addition to the ongoing perceived undervaluation of the UK capital markets, we consider the increase in US bidders a function of a desire by certain bidders to diversify outside of the US into the UK and Europe.
Competition for assets heating up
H1 2025 also saw an uptick in potential and actual competing bids. Whilst competing bidders look to be taking a disciplined approach and we have not seen a Panel auction take place since 2021, the competition for assets is highlighting some interesting structural considerations.
Offer consideration: The two bids for Assura demonstrate that long term investors are not always looking for quick cash exits. Opportunities to invest in the UK capital markets are becoming progressively scarce, as take privates continue against a backdrop of limited IPOs. We expect that bidders will increasingly need to consider offering alternative consideration – both listed and unlisted securities – as a means of securing shareholder support in the future.
Structure of offers: Whilst the majority of offers continue to be implemented by way of schemes of arrangement, contractual offers are typically favoured in competitive situations, given the flexibility and control they provide to bidders. It is not surprising, therefore, that, as competition for assets increases, we are seeing more contractual offers. The competing offers for Inspired are a good example of this.
July Panel publications
On 3 July, the Panel published a consultation paper (PCP 2025/1) which proposed a new framework for the application of the UK Takeover Code to dual class share structures (DCSS), and two new Practice Statements (PS35 and PS36) which provide guidance on (i) profit forecasts, quantified financial benefits statements and investment research and (ii) unlisted share alternatives, respectively. Further information on each publication can be found in our corporate updates here: Proposed new framework for dual class share structures, New Practice Statement 35 and New Practice Statement 36.
Mandates
In the last quarter, Ashurst's UK public M&A mandates included advising:
Ricardo on its recommended offer by WSP;
Foresight Group on its competitive offer for Harmony Energy Income Trust;
Inspired on the competing offers by Regent and HGGC;
Moelis on the offer for Renold;
Evercore on the offer for Alphawave;
Lazard on the offers for Marlowe and De La Rue;
Jefferies on the offers for H&T Group and FD Technologies; and
Rothschild on the offers for Bakkavor Group, PHP’s offer for Assura and Kinovo.
