As 2025 comes to a close, it seems to have once again been a year that promised much for dealmakers, only to ultimately be defined by caution and selectivity, in both the domestic market and on the international stage.
For much of the year UK M&A activity could not quite match the explosive growth seen elsewhere across the globe, however the local market began to demonstrate clear strategic strengthening in Q4.
While the UK saw total M&A activity reach $367 billion (approximately £270 billion) in 2025 - a 20 per cent increase year-on-year - the headline figure masks a profound structural shift in the market, with this growth driven largely by a 74 per cent surge in foreign takeovers, which reached $142 billion (around £105bn), according to London Stock Exchange Group data.Top M&A drivers for 2026:
Private equity - While economic conditions are likely to remain somewhat unstable, it is hard to ignore the growing pressure private equity firms are under to deploy the piles of capital they have accrued over recent years. CMS’s report shows a clear acceptance among private equity respondents of the need to utilise funds and make investments over the coming year.
In the UK, slower private equity dealmaking has been cited as a major factor in the tougher fundraising environment that PE firms are beginning to face. Amid a serious lack of dealmaking, PE firms are struggling to produce the numbers they need to demonstrate strong performance and attract funding.
While private equity firms have seemingly been satisfied to sit on their hands over recent years and wait for more stable economic times to return, the potential for a lack of M&A to negatively impact their fundraising capacity could be enough to force many to return to the market in 2026, even if that means they initially focus on smaller and mid-market deals.
Economic uncertainty has also impacted PE activity on the sell-side, with weak valuations and general market headwinds seeing many firms hang onto investments for longer than they normally would. As we enter 2026, the need to realise these investments, combined with improved M&A appetite among PE counterparts, could act as a further driver to M&A.
Mid-market deals - It won’t just be among private equity buyers that smaller and mid-market deals are set to be more popular. As M&A levels recover, buyers of all types are likely to turn towards smaller transactions, which are less costly, lower risk, less onerous in terms of due diligence, have a lower regulatory burden and can often drive higher returns.
According to CJPI Insights, the attractiveness of mid-market deals means that, in 2026, “well-prepared mid-sized businesses are likely to attract strong interest, especially where growth or consolidation stories are clear.”
WTW’s Jana Mercereau agrees, stating that, while she expects bigger deals to continue to recover in 2026, large-scale dealmaking is likely to be underpinned by buy-and-build strategies “rather than higher risk, one-off transformative deals.”
“With a focus on core strengths,” she continues, “this back-to-basics approach will gain traction, particularly in mid-market deals, as buyers make smaller, complementary acquisitions to achieve rapid expansion, synergies and integrate critical technologies.”
Cross-border dealmaking - Foreign takeovers of UK companies emerged as the defining characteristic of UK M&A in 2025, with overseas buyers committing $142 billion (approx. £105bn) to UK acquisitions, a remarkable 74 per cent increase from 2024 that far outpaced the broader 20 per cent rise in total UK M&A.
This surge in inbound activity drove UK dealmaking growth, compensating for the 54 per cent collapse in domestic transactions. American buyers led the charge, accounting for more than half of all foreign acquisitions, attracted by the UK's persistently undervalued market and the country's status as a world leader in key sectors.
The scale of this shift cannot be overstated: foreign takeovers represented nearly 40 per cent of all UK M&A value in 2025, up from approximately 22 per cent in 2024. Philip Noblet, who leads UK & Ireland investment banking at Jefferies, observed: ”The UK stock market remains significantly undervalued. The valuations are still disappointing compared to rival firms in both the US and Europe, which is why interest continues to grow... We anticipate more strategic engagement from foreign investors in 2026, particularly with larger corporations.”
While Q3 2025 saw inbound M&A value of £7.9 billion—down £3.6 billion from Q3 2024—this reflected quarterly volatility rather than a trend reversal. RSM UK noted that deal volume remained robust, with inbound acquisitions, particularly from US buyers, driving much of Q3 activity."
RSM UK’s partner and Head of M&A James Wild commented: “With tariffs and political uncertainty in the States putting a pause on some deals, US investors are increasingly looking across the pond for UK businesses with strong growth potential.”
UK boards have notably gained confidence in demanding higher premiums for takeover bids. Murray Cox, a partner at Weil, Gotshal & Manges, said: “UK boards have gained more confidence… they are likely to demand higher premiums for takeover bids than has been typical in the past.”
This was evidenced by deals such as KKR's bid for Spectris, which represented nearly a 100% premium to the company's pre-bidding war share price. Nevertheless, the ongoing attractiveness of UK assets to foreign buyers, combined with the challenges facing domestic dealmakers, suggests that 2026 will see continued—potentially accelerating—foreign acquisition activity.
As well as US buyers attracted by favourable valuations, consolidation opportunities and the UK’s status as a world leader in many key sectors, the UK is also remaining attractive to European buyers, as illustrated by its ranking as the second top M&A and investment destination in the CMS poll.
While cross-border activity is expected to prove more challenging in 2026, due to trade related and geopolitical volatility, the UK is still clearly an attractive market and, perhaps more importantly, a resilient one.
In the 2025 edition of the Mergers and Acquisitions Research Centre’s M&A Attractiveness Index Score (MAAIS), the UK ranked fifth with an index score of 71 per cent, up two places from 2024, and behind only the USA, Singapore, Germany and Canada.
Discussing the UK’s attractiveness to dealmakers, Naaguesh Appadu, senior research fellow at Bayes, pointed out how the UK had remained robust despite a flurry of different prime ministers and high inflation in the wake of Brexit, COVID-19 and the Russia-Ukraine war.
Going into 2026, this hardiness, combined with the continuing attractiveness of UK companies and favourable valuations, means that cross-border M&A will surely remain a major aspect of UK M&A in the coming year.
Distressed M&A - While the UK economy may have recovered significantly from the severe shocks it experienced in the wake of events such as Brexit, COVID-19 and the war in Ukraine, there is no doubt that businesses in many sectors are continuing to suffer.
Insolvencies remained below the 2023 peak during 2025, but were still at high levels. In October 2025, for instance, ONS figures showed 2,029 registered insolvencies in England and Wales, an increase of 2 per cent from the previous month and of 17 per cent from October 2024.
However, November 2025 data showed a notable decline to 1,866 insolvencies, 8 per cent lower than October and 7 per cent lower than November 2024, representing the lowest monthly total for the year and suggesting potential stabilisation in corporate distress levels.
Even if the UK economy experiences a strong recovery in 2026, the lag between economic improvement and this effect being felt by struggling businesses means that there is unlikely to be a significant reduction in insolvency levels during 2026.
In fact, the figure may increase further, with the most recent Begbies Traynor Red Flag Alert putting the number of UK companies in critical financial distress at 55,530 at the end of Q3. This was 12.6 per cent higher than at the end of Q2 and a shocking 78 per cent higher than the same point in 2024.
While this will undoubtedly lead to a great deal of companies collapsing, it also will drive an increase in distressed M&A opportunities. This is something borne out by the CMS 2026 outlook report, in which 38 per cent predicted that distress-driven M&A would dominate sell-side activity, while 31 per cent said undervalued targets and turnaround opportunities would drive buy-side activity.
A UK finance director quoted by CMS explained the attraction of distressed opportunities, saying such deals “reduce the financial pressure when we are acquiring. There are fewer parties interested because of the higher risks and we can capitalise on opportunities.”
Insolvency and distress figures indicate that the hardest hit businesses have been those in consumer-facing industries such as retail and hospitality, who have been hit by rising costs and weak consumer spending.
The significant cashflow and debt issues these companies face mean many are inevitably poised to fall into administration. However, this does not mean that they are unviable businesses and many could return to profitability if taken over by a serious buyer committed to turning the business around, particularly if consumer sentiment and economic conditions improve.
Take the retail sector as an example. While the sector has been battered for years, leaving many retailers in a perilous financial state, sales volumes and customer footfall figures have demonstrated considerable resilience in 2025.
This has led to a number of major deals involving physical retail businesses and assets that many buyers may not have considered looking at a few years ago, indicating that the sector is one that serious buyers eyeing high-value distressed opportunities should consider.
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