Stay in the know
We’ll send you the latest insights and briefings tailored to your needs
7 Feb 2025
Insight
UK
In January 2025, there were three Rule 2.7 announcements made across the UK public M&A market and six further possible offers announced.
Firm Offers announced this month:
- Recommended cash offer by DBAY Advisors Limited and Edmond de Rothschild Equity Opportunities IV SLP offer for Alliance Pharma plc - £349.7 million – public to private – cash and unlisted securities alternative
- Recommended cash offer by Esyasoft Holding Limited offer for Good Energy Group PLC - £99.4 million
- Recommended cash and share offer by American Axle & Manufacturing Holdings, Inc. offer for Dowlais Group plc - £1.16 billion
Possible Offer announced this month:
- Possible offer by HOOKIPA Pharma Inc. for Poolbeg Pharma plc – share consideration
- Two possible offers for Team Internet Group plc by TowerBrook Capital Partners (U.K.) LLP (withdrawn) and by Verdane Fund Manager AB - £315.14 million – cash and unlisted securities alternative
- Possible offer by Victoria Property Holdings Limited for Ground Rents Income Fund plc - £35.9 million (revised proposal); £32.5 million (original proposal) – cash consideration
- Strategic review including formal sale process announced by Thruvision Group plc
- Formal sale process announced by Enteq Technologies plc – it was previously undertaking a private sale process
Firm Offers breakdown this month:
Year to date breakdown:
January 2025 Updates:
UK Public M&A podcast Ep 29: Takeover Panel obtains court order to enforce ruling
In this episode of our public M&A podcast series, we talk about the latest development in the MWB ruling. As we discussed in Episode 26 of our podcast series, the Takeover Panel last year issued an order to members of management in MWB Group to pay compensation to MWB shareholders of up to £33 million (as well as issuing 10 cold-shoulder rulings).
The Takeover Panel has now obtained a court order enforcing its order to pay compensation.
In the episode, we:
- give a brief reminder of the facts;
- talk about the Panel’s powers under the Companies Act to seek a court order; and
- discuss what the courts have said about when it will grant an order.
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 2025 global M&A report
We have published our latest annual global M&A report titled 'Global M&A Outlook for 2025: Gaining Altitude'.
Looking back at 2024, we asked if the mergers and acquisitions market was ready for take-off. The answer? Not quite. Challenges like inflation, geopolitical tensions, and rising costs persisted, with recovery driven largely by big-ticket deals rather than widespread activity.
Our report reflects on the efforts required to launch deals in 2024, and the anticipation of a surge of activity in 2025.
In particular, we look at:
- the art of (financing) the deal – with interest rates remaining high, buyers are looking at different ways to get deals done;
- due diligence, deeper dives – buyers are taking more time to familiarise themselves with target businesses;
- regulatory risk, some give and some take – managing the ever-increasing regulatory burden requires a balanced approach from both parties;
- shareholder say, shareholder sway – with investor activism on the rise globally, M&A remains a key focus for campaigns;
- tough conditions, old deal terms revisited – the challenging M&A environment means more sophisticated terms are needed to get deals over the line; and
- shifting geopolitical winds, changing investment routes – geopolitical tensions are driving M&A activity in key sectors and geographies.
To provide more depth to our insights, we will be releasing regional perspectives from our offices around the world in February, followed by sector-specific insights in March.
January 2025 Insights:
January saw a decrease in the number of firm offers compared to the previous year, with three firm offers, but saw an uptick in possible offers announced with twice as many as 2024. The trend in 2024 of schemes being the preferred type of offer has continued into January, with all three firm offers being by way of scheme. High value deals are already being done in 2025, with the offer by American Axle & Manufacturing Holdings, Inc. for Dowlais Group plc being valued at £1.16 billion, continuing the trend of high value bids seen in 2024. Additionally, two of the firm offers made in January involved mixed consideration, perhaps forecasting a move away from cash consideration, which dominated 2024.
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
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 2025