UK Public M&A Monthly Activity Update: March 2025

In March 2025, there were seven Rule 2.7 announcements made across the UK public M&A market and twelve further possible offers announced.

Firm Offers announced this month:

• Recommended cash offer by CareTrust REIT, Inc. for Care REIT plc - £448 million
• Recommended cash offer by HSQ Investment Limited for Kingswood Holdings Limited - £48.03 million – public to private
• Recommended cash offer by Miami International Holdings, Inc. for The International Stock Exchange Group Limited - £70.4 million
• Recommended share offer by Kondor AI PLC for Ora Technology plc - £20.5 million
• Recommended cash offer by Xtellus Capital Partners, Inc. for Serinus Energy plc - £5.1 million – public to private
• Recommended cash offer by Drax Group plc for Harmony Energy Income Trust plc - £199.9 million
• Recommended share offer by LondonMetric Property Plc for Highcroft Investments plc - £43.8 million

Possible Offers announced this month:

• Possible offer by Blackstone Europe LLP for Warehouse REIT plc - £489 million – cash consideration
• Possible offer by EnQuest plc for Serica Energy plc – share consideration
• Three possible offers by Kohlberg Kravis Roberts & Co. Partners L.L.P. and Stonepeak Partners (UK) LLP, Primary Health Properties PLC and USS Investment Management Limited (withdrawn) for Assura plc - £1.61 billion (KKR and Stonepeak Consortium) – cash and share consideration
• Possible offer by HSQ Investment Limited for Kingswood Holdings Limited - £48 million – cash consideration (firm offer subsequently announced)
• Strategic review including formal sale process announced for Life Science REIT plc
• Possible offer by Greencore Group plc for Bakkavor Group plc - £1.14 billion – cash and share consideration
• Possible offer by Foresight Group LLP for Harmony Energy Income Trust plc - £190.8 million – cash consideration
• Private sale process announced by NIOX Group plc and subsequent possible offer by Keensight Capital - £322.4 million
• Possible offer by Montagu Private Equity LLP for Advanced Medical Solutions Group plc
• Possible offer by Eldridge Media Holdings, LLC for National World plc

Firm Offers breakdown this month:

Year to date breakdown:

March 2025 Updates:

Disclosure of inside information – FCA Primary Market Bulletin on leaking inside information during M&A

The Financial Conduct Authority (FCA) has published a Primary Market Bulletin (PMB 54) which focuses on strategic leaks during M&A transactions and the fact that a leak may involve the unlawful disclosure of inside information.

The FCA says that it has seen an increase in situations where material information on live M&A transactions appears to have been deliberately leaked to the press. Examples of the information leaked include details of discussions between the board of a target company and a potential bidder following an approach about a possible takeover offer, or where the target board has rejected an approach but an increased offer is likely.

It notes that the leak of inside information may be inadvertent, by hinting at market sensitive information even if specific details are not mentioned, or strategic, where the information is deliberately given to the press by individuals at an issuer or its advisers. The FCA is concerned that there is a culture among market participants that strategically leaking inside information to the media is acceptable during a transaction.

The FCA reminds parties that the information being leaked is often inside information under the UK Market Abuse Regulation (UK MAR) and that UK MAR prohibits the unlawful disclosure of inside information. Unlawful disclosure is where a person possesses inside information and discloses that information to any other person, “except where the disclosure is made in the normal exercise of an employment, a profession or duties”.

The FCA warns individuals directly involved in transactions that:

• they appear to be handling inside information poorly and taking inadequate action to prevent leaks; and
• if they unlawfully disclose inside information, deliberately or otherwise, they risk being investigated for market abuse – and the FCA can impose unlimited fines, order injunctions, or prohibit regulated firms or approved persons for breaches of UK MAR.

It also reminds issuers and their advisers that:

• written policies and procedures for identifying and handling inside information can have limited effectiveness if they are not accompanied by a culture and practices which actively discourage leaks; and
• Rule 2.1(a) of the Takeover Code also emphasises the importance of secrecy prior to the announcement of an offer or possible offer, and that information should only be passed to another person if it is necessary to do so and if that person is made aware of the need for secrecy.

We discuss PMB 54 in more detail in the latest episode of our public M&A podcast series, available here.

M&A – our top tips for navigating public M&A in the UK

Public M&A in the UK operates in a highly regulated and uniquely challenging environment. Success often depends on understanding the nuances of the UK Takeover Code, anticipating shareholder dynamics, and crafting strategies that align with both regulatory requirements and commercial objectives.

We have launched a video series, in which members of our UK public M&A team offer insights to help bidders, investors, companies and shareholders navigate the complexities of UK public transactions.

In the videos, we give top tips for:

• defending against unwelcome approaches;
• handling shareholders and bids;
• P2Ps;
• US bidders; and
• global investors.

Click here to watch the videos.

UK Public M&A podcast Ep 31: Themes and trends in public M&A in 2024

In this episode of our public M&A podcast series, we talk about the themes and trends we saw in public M&A activity in 2024.
In the episode, we discuss:

• activity levels generally;
• trends we saw in public M&A; and
• the outlook for 2025.

To listen to the full conversation please visit SoundCloud, Spotify or Apple.

All episodes in our UK public M&A podcast series are available on our public M&A podcast page.

M&A – our sector and broader perspectives for 2025

In our global M&A report for 2025, ‘Gaining Altitude’, we forecast deal activity increasing throughout the year, but with the hard work which characterised so many deals in 2024 likely to continue.

We also explored:

• how buyers are financing deals amid high interest rates;
• the ways buyers have increased due diligence on target businesses;
• the increasing regulatory burden on M&A transactions;
• how shareholder activism is affecting deals;
• the increasing sophistication of deal terms; and
• how geopolitical tensions are shaping the deals landscape.

We also shared regional perspectives from our teams around the world, in which we looked at regional trends in M&A and the outlook for 2025.

We have now published our sector and broader perspectives in which we look at sectoral and wider trends in M&A.

March 2025 Insights: