The review highlights a market that remained active and competitive despite geopolitical and economic uncertainty, with strong participation from private capital and offshore bidders and continued focus on mid-cap targets and sector-specific opportunities.
It also explores the key themes shaping dealmaking, including evolving transaction structures, competitive dynamics and an increasingly complex regulatory environment, offering practical insights into what is driving public M&A activity and how it is expected to evolve in 2026.
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What’s ahead for 2026
M&A activity in 2026 is expected to remain resilient, shaped by geopolitical volatility, inflationary pressure and heightened regulatory scrutiny. Capital remains available and strategic drivers remain strong, placing a premium on preparedness, execution certainty and asset quality.
Approach readiness
Boards are increasingly preparing for potential approaches amid ongoing volatility, with a clear focus on readiness and response.
Capital inflows and strategic allocations
Global capital continues to target Australia, with strong focus on AI, critical minerals, energy and infrastructure.
Private capital to remain ever-present
Private capital remains highly active, supported by significant dry powder and expanding investment mandates.
Scrutiny of regulatory approvals
Regulatory complexity is increasing, making early planning and engagement critical to deal execution.
Inflation and geopolitical pressures
Macroeconomic uncertainty will challenge valuations, but competition for high-quality assets is expected to persist.
Takeaways from 2025
- Public M&A activity proved resilient in 2025 despite geopolitical and economic headwinds, with deal volumes rebounding strongly following periods of market disruption and closing the year with several large transactions.
- Activity was concentrated outside the ASX 100, with heightened competition for mid-cap targets, while private capital demonstrated a continued appetite for take-private opportunities. Sector activity was mixed, with metals and mining, particularly gold, leading deal volume, and healthcare and financial services also remaining active.
- At the same time, developments such as the Mayne Pharma decision reinforced that MAC clauses are difficult to invoke and highlighted the growing importance of regulatory risk as a potential deal spoiler.
Chapters
Explore the key themes shaping Australian public M&A in 2025, from deal activity and capital flows to transaction design, competition dynamics and regulatory developments.
Activity by the numbers
Public M&A activity rebounded following periods of economic and geopolitical uncertainty in 2025, with deal volumes and values strengthening through the year and several large transactions announced late in the cycle.
Capital inflows
Foreign capital remained a key driver, with more than half of deals involving offshore bidders, led by North American investors.
Private capital
Private capital continued to play a dominant role, accounting for a significant proportion of deals and value.
Top sectors
Materials led deal activity for the third consecutive year, with strong momentum in gold and critical minerals, alongside solid activity in financials and real estate.
Pathways to board support
Board support remained critical, with the vast majority of transactions structured as friendly deals and limited use of pre-deal arrangements compared with prior years.
Transaction design
Schemes of arrangement continued to dominate as the preferred structure, reflecting their higher success rates and execution certainty.
Transaction features
Cash remained the primary form of consideration, with consistent use of deal protections such as break fees.
Contested bids
Competition for targets (particularly outside the ASX 100) increased on prior years, with competing proposals emerging in over a third of transactions.
Spotlight: Mayne Pharma
The Mayne Pharma matter underscored the high bar for invoking MAC clauses and demonstrated the critical role of courts, the Takeovers Panel and regulators in deal outcomes.