Welcome to the seventeenth edition of the Herbert Smith Freehills Kramer Australian Public M&A Report.

This year’s report captures a resilient and dynamic M&A landscape, with 59 control transactions involving ASX-listed targets announced in FY25, consistent with the five-year average of 60.

Despite a backdrop of federal elections, global trade tensions, and geopolitical uncertainty, dealmakers remained undeterred. FY25 saw a steady stream of successful control proposals and competitive bidding for high-quality assets, underscoring the market’s adaptability and appetite for growth.

Australian Public M&A Report 2025

Seventeenth edition

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Top 10 Observations

A curated snapshot of the most compelling developments and deal dynamics shaping this year’s public M&A market, as captured in our latest report.

 

Resilience amid uncertainty
Control transactions in FY25 held firm despite macro headwinds, with public-to-private activity aligning with long-term averages.

 

Raising the (pre-bid) stakes
In FY25, 10 ASX-listed targets faced competing offers, with pre-bid stakes and strong cash premiums used to secure the prize.

 

Takeovers activity jumped
Takeovers accounted for 39% of all deals, up from 29% in FY24, often launched at significant premiums with board support and successfully completing in a short time.

 

Deal value dips, but not for long
Total deal value fell to $28.0 billion, down from $49.2 billion in FY24. However, FY26 is poised for a rebound, led by mega bids like XRG’s ~$30 billion approach to Santos.

 

Dual structures evolve
Bidders showed greater conviction by introducing variations to dual scheme/takeover structures to navigate shareholder resistance and regulatory complexity.

 

Minority buy-outs stay strong
Following record levels in FY24, major shareholders continued to pursue full ownership, navigating the complexities of minority buy-outs.

 

 

Voting intention statements under scrutiny
Featured in 37% of deals, recent Takeovers Panel proceedings are forcing market participants to more closely examine the voting support being provided in schemes.

 

PE bidders departing from the traditional playbook
We saw an increased willingness for PE bidders to depart from the traditional playbook, with the latest chapter seeing bidders proposing to acquire only a portion of the target and maintain its ASX listing. 

 

Merger reform ahead
With broader ACCC notification requirements and a new merger clearance regime, only well-advised bidders are likely to navigate approvals efficiently.

 

High stakes dispute about MAC triggers
Disputes over material adverse change (MAC) triggers reignited debate on enforceability and timing, raising the question of a potential role for the Takeovers Panel in scheme-related MAC disputes.


Top 5 from the charts

A data-driven snapshot of the most impactful trends shaping FY25’s public M&A landscape, explored in greater depth throughout our latest report

 

Private equity holds steady
PE bidders made up 20% of all deals - on par with the five-year average.

 

 

Premiums surge
Nearly half of all deals launched with an initial premium of over 50%, up from 31% in FY24.

 

 

Energy & resources lead the way
This sector accounted for 36% of deals by number and 48% by value, with gold, copper, and nickel in high demand.

 

 

Takeovers accelerate
Average days to compulsory acquisition dropped from 126 in FY24 to 80 in FY25, with time to close also improving.

 

 

Reverse break fees climb
20% of negotiated deals included a reverse break fee above 1%, more than doubling FY24 levels, highlighting the influence of landmark transactions like Newmont/Newcrest.

 


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