Australian public M&A deal trends report

Australia’s public M&A market shows resilience in the year ahead

Norton Rose Fulbright’s 2025 edition of the Australian Public M&A Deal Trends Report reveals a market adapting with confidence, despite persistent global and domestic headwinds. While Australia’s capital markets continue to feel the pressure of structural shifts toward private transactions, public M&A remains active — supported by strong governance, well-established deal norms and a strategic outlook by bidders.

Download the Australian public M&A deal trends report.

Key predictions

After a surge in Q1 2024, public M&A activity maintained a stable pace, closing the year with 43 deals — equal to 2023. Encouragingly, deal flow in the first two months of 2025 has tracked closely with 2021, the strongest year for M&A volume in the past five years.

With monetary policy easing and macroeconomic sentiment beginning to improve, dealmakers may be emboldened to proceed with debt-funded acquisitions in FY26.

A striking 78 per cent of all deals reviewed in 2024 were negotiated transactions, underpinned by robust implementation agreements. These deals saw an 85 per cent success rate and delivered average control premiums of nearly 60 per cent over one-month VWAP — significantly outperforming hostile or unnegotiated offers.

The enduring strength of deal protection mechanisms (including break fees, no-talk/no-shop clauses and matching rights) continues to support deal certainty and shareholder value, making these structures likely to remain the preferred pathway in FY26.

Foreign bidder participation dropped to 34 per cent of total deals in 2024 (down from 56 per cent in 2023), but still contributed 63% of total deal value — highlighting their critical role in Australia’s public M&A market.

The findings suggest that a weaker Australian dollar, particularly between late 2024 and Q1 2025, may attract renewed foreign interest. Australia’s reputation as a well-regulated, stable jurisdiction for foreign investment remains a key advantage.

With IPO activity in decline and ASX listings shrinking, private equity and institutional investors are increasingly pursuing take-private transactions, particularly in technology and services sectors where capital intensity is lower.

The shifting capital markets dynamic — also highlighted in ASIC’s February 2025 discussion paper — suggests that public-to-private conversions will be a feature of FY26’s deal landscape.

Significant regulatory changes are on the horizon, particularly around merger review and foreign investment:

• ASIC’s consultation on revitalising public markets closes in April 2025, signposting potential reforms aimed at making listed markets more attractive to issuers and investors.
• The ACCC’s new merger regime, coming into effect in January 2026 (with transitional provisions from 1 July 2025), introduces mandatory notification and greater scrutiny for transactions that may lessen competition.
• FIRB’s 2024 reforms bring a risk-based lens to foreign investment, with tighter rules around sensitive sectors and tax-driven deal structures.

Dealmakers in FY26 will need to be more proactive in managing regulatory risk, especially in large or cross-border transactions.

Cash offers made up 70 per cent of all deal consideration structures in 2024 — up from the previous year — while scrip offers declined due to valuation and liquidity challenges, particularly for foreign shareholders.