Public to Private Transactions

The UK public markets remain popular for private capital, with a slight shift in focus last year towards the smaller and mid-cap companies. There is a sense that the current geopolitical environment caused some hesitation on the part of private equity-backed bidders to strike deals towards the latter part of 2025. However, we are optimistic about deal activity levels in 2026, despite ongoing geopolitical uncertainty.

2025 was another strong year generally for UK public M&A, with 57 firm offers announced for UK public companies listed on the Main Market or AIM, one up from 2024 and matching that seen in 2023. The total number of private equity-backed offers ("P2Ps") increased from 24 in 2024 (43%) to 26 in 2025 (46%), but this was still down from the high levels seen in 2023 (36 of 57, 63%).

Private equity bidders were involved in each of the five firm competing offers seen 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.

In 2025, UK plcs in the financial, computer and electronic equipment and real estate sectors continued to attract the most attention. On the other hand, the construction and industrials sector fell in popularity. 35 of the 57 firm offers were made by companies incorporated outside the UK, matching that in 2024, which is continued evidence of UK plc being attractive to overseas buyers, as compared to their private company peers. In particular, buyers from the US (51% of overseas bidders) and Canada (14% of overseas bidders) were the most active.

32 of the 57 companies subject to public offers were listed on the Main Market (56%), which was in line with 2024 where 30 of 56 (54%) public offers were for Main Market listed companies. Notably, offers with a deal value over £1bn decreased from 17 in 2024 to 11 in 2025, reflective of 2025 being the year of small and mid-cap deals.

Shareholder activism and engagement played a key role in several offers in 2025, demonstrating the continuing willingness of shareholders to take action and publicly voice their views. This also demonstrates the value of a bidder obtaining an irrevocable undertaking (a binding show of support) from key target shareholder(s). 53 of the 57 firm offers were supported by irrevocable undertakings and on 22 of such deals the bidder obtained support from over 30% of the target's share register. On eight of the firm offers, support was received from more than 50% of the target's share register.

Looking ahead to 2026, we continue to see significant interest from both private equity and trade buyers of UK plcs. Small and mid-cap companies are likely to remain of interest to overseas buyers. Such companies are likely to continue to look for de-listing opportunities which save the business the cost of being a UK plc and provide growth opportunities through the deployment of new capital by private owners.