Australia – More contested and complex

Australian M&A activity in 2025 continued to demonstrate resilience in the face of an evolving global economic environment. 

A feature of the dealmaking landscape in 2025 was the higher than usual number of competitive public M&A situations, leading to a renewed interest in takeover bids and an emerging trend of dual scheme of arrangement and takeover bids to navigate blocking stakes or strategic shareholdings that may otherwise be an impediment to the successful implementation of a scheme of arrangement transaction. 

Activity

Australian M&A remained resilient through 2025 despite broader geopolitical and economic headwinds, although momentum eased slightly relative to the prior year.

Domestic bidders led the public M&A landscape, with Australian acquirers comprising nearly two-thirds of deals by number and more than 60% of deals by value. US bidders were also active, accounting for over 55% of cross-border inbound transactions by value. 

Consistent with previous years, financial sponsor activity remained a significant contributor to Australian public M&A in 2025, with close to 30% of aggregate recorded M&A deal value in 2025 involving a direct financial sponsor.  

Bidders have also had to navigate the dynamic of an increased level of passive holdings on the registers of ASX-listed targets and the implications this has for bid strategies. Whilst this is a global phenomenon, Australia’s compulsory superannuation regime (and related trend of superannuation fund consolidation in that sector) made this a particular area of focus for Australian M&A transactions in 2025. 

Sectors

In 2025, real estate and infrastructure represented a notable share of the Australian M&A market. 

As in previous years, Australian M&A activity in the energy and resources sector remained strong. In particular, gold mining targets continued to attract strong interest from both global majors and mid-tier producers, driven by record-high gold prices. This surge was underpinned by a weaker US dollar and persistent demand for gold as a ‘safe haven’ asset amid heightened geopolitical and economic uncertainty. In Australia, this trend was demonstrated by several mega-deals in the gold sector including Gold Fields’ A$3.7 billion acquisition of Gold Road Resources, Ramelius’ A$2.3 billion acquisition of Spartan Resources and Predictive Discovery Ltd's acquisition of Robex Resources Inc, with HSF Kramer acting on each of these transactions.

The consumer sector remained a key driver of M&A deal volumes in 2025, with technology and industrials also featuring prominently (particularly construction and infrastructure-related activity).

Legal trends 

Takeovers were generally launched at significant premiums and often with the support of the target board, taking on average less time than schemes to complete.

The shareholder approval requirements for ASX listed bidders issuing scrip consideration under takeover bids (or equivalent overseas transaction) was an area of regulatory focus in 2025, with ASX currently consulting on a proposal which would limit the circumstances in which an ASX listed bidder can issue scrip consideration without requiring shareholder approval (by amending the reverse takeover rules which were first introduced in 2017). 

The introduction of Australian Competition and Consumer Commission (ACCC) compulsory merger filing regime (which formally commences on 1 January 2026, but was available in the second-half of 2025) has increased the focus on deal execution timeframes and risk in the Australian market, with a greater focus on deal protection and related conditions, such as material adverse change. 

The use of material adverse change and regulatory conditionality was drawn into sharp-focus during Cosette Pharmaceuticals’ proposed acquisition of Mayne Pharma, which ultimately failed due to a failure to obtain Foreign Investment Review Board (FIRB) approval by the long-stop date for satisfaction of conditions. Whilst Mayne Pharma was successful in the court proceedings regarding Cosette’s purported reliance on a material adverse change termination right (as we discuss in our piece on When Deals Go Sour), this ultimately didn’t deliver closing due to the FIRB condition remaining unsatisfied by the long-stop date. 

The outcome in the Mayne Pharma transaction will likely lead to an increased focus on regulatory conditions and deal timeframes leading in 2026. 

Outlook for 2026

We expect that regulatory conditionality will be a defining feature of Australian public M&A in 2026, with bidders and target boards increasingly needing to structure transactions around approval conditions precedent, extended long-stop dates and allocation of regulatory risk. 

Meanwhile, we anticipate the resilience in dealmaking which marked 2025 will continue into 2026, with a strong focus on mining and critical minerals, infrastructure and energy transition, as well as technology and services. The trends of sector consolidation in mining and critical minerals is set to continue, as well as continued interest from US capital seeking Australian opportunities. 

In 2026, we expect the exit pipeline for sponsors to open up against a backdrop of increased pressure from limited partners for cash returns and a relatively quieter 2025 for PE exits. Competition for prized assets in 2026 will require bidders to be creative in their approach and we expect collaboration between sponsors or with corporates becoming a feature.

While Australia’s regulatory settings continue to evolve, we expect well-advised market participants will quickly adapt to the complexity and timeframes involved in securing transaction approvals and will plan accordingly.

Footnotes

1. HSF Kramer Australian Public M&A Report 2025.
2. Gift-mas – courtesy of HSF Kramer’s Australian M&A Team.
3. As at 1 December 2025.