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7 May 2026
Insight
UK
Firm Offers announced this month:
- Recommended cash offer by NEO NEXT+ Energy Upstream UK Limited for Deltic Energy plc – £7.2 million
- Recommended cash offer by Vossloh AG for Cordel Group plc – £29 million
- Recommended cash and share offer by AMG Critical Materials N.V. for Zinnwald Lithium plc – £57.18 million
Possible Offers announced this month:
- Possible offer by LondonMetric Property Plc and Schroder Real Estate Investment Trust Limited for Picton Property Income Limited – £403.4 million – share consideration
- Possible offer by Toscafund Asset Management LLP for Spire Healthcare Group plc – £1.01 billion – cash and unlisted securities alternative
- Possible offer by Ingredion Incorporated for Tate & Lyle PLC – £2.65 billion – cash consideration
- Possible offer by Glenstone REIT plc for Alternative Income REIT plc – cash consideration
- Possible offer by H.B. Fuller Company for Advanced Medical Solutions Group plc – cash consideration
- Possible offer by Apollo Management X, L.P. for Bodycote plc – £1.52 billion – cash consideration
- Possible offer by Castlelake, L.P. for easyJet plc
Firm Offers breakdown this month:
Year to date breakdown:
May 2026 Updates:
Draft revised EU merger guidelines published
The EU Commission has published for consultation its long-awaited draft revised EU merger guidelines. This is the first update since the original guidelines were adopted more than two decades ago.
While they are still in draft form, and open for consultation (until 26 June 2026), they show the direction of travel, and the Commission is already taking them into account.
The draft guidelines recognise that the approach to balancing the different possible effects of a merger needs to be re-examined and “should give adequate weight to scale, innovation, investment and resilience as procompetitive factors that can benefit from a degree of consolidation and should assess the effect on future innovation potential”.
They do not however abandon rigorous vetting of deals. They give greater scope for merger parties to justify their transactions but also add new enforcement tools for the Commission. Innovation, resilience and scale can be used to justify, but also to oppose, a proposed merger.
For more information on the draft guidelines, see this post on our Competition Notes blog.
Miscellaneous amendments to the UKLRs
The Financial Conduct Authority (FCA) has published Handbook Notice 140, which confirms a number of changes to the UK Listing Rules (UKLRs).
The rule changes, which follow consultations in Quarterly Consultation Paper No. 51 (CP26/8) (see our blog post here) and Quarterly Consultation Paper 50 (CP25/35) (see our blog post here), came into force on 24 April 2026.
The changes include:
- confirmation that the information that has to be disclosed on a significant transaction can be included in a shareholder circular; and
- the addition of guidance to make it clear that, on a related party transaction, the sponsor may take into account, but not rely on, the directors’ commercial assessments, and that the requirement to make a supplementary notification in the event of a material change ends when the transaction completes.
May 2026 Insights:
The number of firm offers announced this month is the lowest we have seen in the last five years, with only three firm offers announced. However, deal activity is at a similar level as has been seen throughout 2026 so far. May 2026 has also seen a decline in the number of possible offers announced compared to the same period in 2025, down from nine to seven. Overall, deal activity in May continues the trend seen throughout 2026 of a lower volume of deals.
So far, 2026 has only seen three firm offers over £1 billion announced to date: in February, Nuveen, LLC made a £9.9 billion offer for Schroders plc; in March, Zurich Insurance Group Ltd made a £8.1 billion offer for Beazley plc; and in April, Tinicum Incorporated and Blackstone Inc. made a £1.28 billion offer for Senior plc. However, May saw three possible offers valued at over £1 billion (Spire Healthcare, Tate & Lyle and Bodycote), while April saw the £9.4 billion possible offer for Intertek. This suggests we may see the number of high value offers this year reach, or even surpass, 2025 (which saw 11 such deals) and potentially even 2024 (which saw 17). Aside from these £1 billion + offers, the main focus of activity is on small cap companies, with the vast majority of firm offers this year (12 out of 17) being for £250 million or less.
Useful links
- Herbert Smith Freehills Takeovers Portal.
- Herbert Smith Freehills Public M&A Podcast Series.
- The Takeover Code.
- The Takeover Panel’s Disclosure Table (detailing offeree companies and offerors currently in an offer period).
Key contacts
Laura Ackroyd
Partner, London
Mark Bardell
Partner, London
Gavin Davies
Partner, Head of M&A, London
Heidi Gallagher
Partner, London
Alex Kay
Partner, London
Antonia Kirkby
Knowledge Counsel, London
Robert Moore
Partner, London
Sophie Thompson
Partner, London
Legal Notice
The contents of this publication are for reference purposes only and may not be current as at the date of accessing this publication. They do not constitute legal advice and should not be relied upon as such. Specific legal advice about your specific circumstances should always be sought separately before taking any action based on this publication.
© Herbert Smith Freehills Kramer 2026