UK Public M&A Update – Q3 2025
15 October 2025
Welcome to our review of the UK public M&A market for the third quarter of 2025. Alongside this we are pleased to publish our third episode in our Takeover Talks series which you can listen to here. In this podcast, Harry Thimont and Jade Jack discuss in more detail some of the 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
A quiet return for the markets after the summer break
After a run of firm offers in early Summer, UK public M&A softened in Q3. Despite this, there were some positive signs of growth, including a shift towards larger deals. Global M&A for 2025 surpassed $1 trillion in the third quarter, helped by some bumper deals such as the proposed $55 billion leveraged buyout of Electronic Arts. Sector consolidation was a key driver, as was cross-border interest. Back in the UK, competitive pre-announced bids generated a number of interesting issues with larger deals attracting some significant premia.
Withdrawn and lapsed bids
Once a firm intention to make an offer is made under the UK Takeover Code, there are very few scenarios where bidders are permitted to walk away. Q3 saw an uptick in withdrawn and lapsed bids, although this was primarily driven by underbidders falling away in competitive situations.
Hostile bidder, Regent, became the first bidder to issue an acceptance condition invocation notice (ACIN) in relation to its offer for Inspired. This allowed the bidder to lapse early when the acceptance condition threshold was not met.
Both Tritax and Advent were released from their obligations to publish a scheme document in relation to their offers for Warehouse REIT and Spectris, respectively. In both cases the bidders confirmed that they would only proceed by way of a scheme of arrangement and the target boards confirmed that they would not proceed with those schemes given the higher competing offers available. On that basis, the Panel consented to the bidders withdrawing their offers.
Financial distress played a part as well though, with the Panel permitting IFX to invoke an insolvency condition after the board of Argentex appointed administrators. Whilst arguably IFX had been aware of the financial situation in advance of making its offer, it had flagged the insolvency condition prominently in the offer documentation and it is generally accepted that, other than in exceptional circumstances, the Panel will not force a bidder to proceed with an offer where the target has lapsed into administration.
Exceptional conditions
Whilst the invocation of an insolvency condition might be accepted, a blanket waiver of Rule 13.5, as used by Sidara in its offer for John Wood Group, is unprecedented.
The firm offer by Sidara followed a protracted period of uncertainty for the British engineering and consulting business; Wood had to suspend its shares in May following a failure to publish its 2024 annual report and accounts within four months of its year end.
The Panel permitted Sidara to launch its offer subject to certain bespoke conditions which are invokable without the need to satisfy the Code’s high materiality threshold.
Those conditions include the publication of Wood’s accounts prior to 31 October and the audit not being subject to any modified opinion in relation to the FY24 balance sheet.
The unprecedented waiver of the application of Rule 13.5 in this way is reflected in Wood’s board recommendation in which the directors note that, although the offer did not offer the “usual level of certainty” associated with an announcement under the Code, it still considered the offer to be “the best option available”, in particular because it offered the fastest route to the receipt of additional funding.
We think the exceptional nature of these conditions turns very much on the facts of the case. However, it is nonetheless interesting to see that the Panel was prepared to be flexible in these highly unusual circumstances.
Mandates
In the last quarter, Ashurst's UK public M&A mandates include advising (or continuing to advise on):
Treatt on its recommended offer by Exponent;
Ricardo on its recommended offer by WSP;
Inspired on the competing offers by Regent and HGGC;
Lazard on the offer for Empiric Student Property;
JPM on KKR's offer for Spectris.
