UK Public M&A Monthly Activity Update: September 2026

September 2026 Updates:

The rise of the bear hug in the UK

In the UK, hostile takeovers are unusual. Bidders place value on securing the target board’s recommendation of an offer before taking it to shareholders and are typically reluctant to voluntarily start a 28-day ‘put up or shut up’ period.

However, in recent months we have seen a number of bidders use a bear hug – where the bidder seeks to appeal directly to target shareholders if the target board is refusing to engage.

Deals where we have seen this tactic used this year include the possible offers by Prologis for SEGRO, Helios for CAB Payments, Railpen for IP Group and Castlelake for easyJet. In each case, they used their possible offer announcements to appeal to target shareholders and ask them to encourage the target board to engage with the bidder’s proposal.

A bear hug can be used either to make a possible offer public for the first time or, where there has already been a leak, to voluntarily update the market about improved proposals submitted since that leak (see, for example, EQT’s possible offer for Intertek and Castlelake’s possible offer for easyJet).

For more information on bear hugs, see our article here.

Breach of Rule 4.2 of the Takeover Code

The Takeover Panel published a statement (Panel Statement 2026/12) in relation to a breach of Rule 4.2(a) of the Takeover Code on the £1.4 billion bid for Spire Health Group by a consortium including Toscafund and Ares Management.

Rule 4.2 of the Takeover Code states that during an offer period “neither an offeror nor any person acting in concert with it may sell any securities in the offeree company” except with the prior consent of the Panel and following 24 hours public notice that such sales might be made.

Following the Rule 2.7 announcement, Bridgemere Securities Limited – a person acting in concert with Bidco – sold shares it held in Spire representing approximately 5.57% of the target’s shares.

The consent of the Panel was not obtained prior to the sale of Spire shares nor was the requisite public notice given.

The Panel Executive has imposed the same restrictions that would have applied had the sale of Spire’s shares by Bridgemere Securities been properly authorised under Rule 4.2. Accordingly:

• neither Bidco nor any person acting in concert with it may acquire any securities of Spire; and
• Bidco cannot revise its offer other than in exceptional circumstances and only with prior consent from the Panel.

Both Spire and Bidco accepted the ruling.

UK Public M&A podcast Ep 40: Takeover Panel consultation on miscellaneous changes to the UK Takeover Code

In this episode of our public M&A podcast series, we talk about the UK Takeover Panel’s latest consultation paper (PCP 2026/1) which seeks views on a series of miscellaneous changes to the Takeover Code. Proposals being consulted on include:

• when a voting agreement between a shareholder and the directors of a company will result in them being treated as acting in concert;
• a change to the definition of reverse takeover; and
• a change to the rules on extending a put up or shut up (PUSU) deadline.

To listen to the full conversation please visit SoundCloud, Spotify or Apple. We also discuss the consultation paper in our blog post here.