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The latest publication in the Market Tracker Public M&A trend report series provides in-depth analysis of the 11 firm offers, seven possible offers and three formal sale processes and/or strategic reviews which were announced by Main Market and AIM companies subject to the Takeover Code (Code) in Q1 2023. It includes insight into public M&A trends seen in Q1 2023 and legal and regulatory developments.

Topics covered:

• deal volume and value
• deal structure
• public to private (P2P) transactions
• consideration structure and bid financing
• industry
• UK and overseas bidder activity
• hostile, competing and mandatory offers
• possible offers and strategic reviews
• legal and regulatory developments

The report also includes analysis of high profile transactions, including the £1.25bn hostile offer for Kape Technologies by the company’s majority shareholder Unikmind Holdings, the only transaction which had a deal value exceeding £1bn.

Report highlights

• 11 firm offers (Q4 2022: six firm offers; Q1 2022: 12 firm offers)
• £2.6bn aggregate deal value (Q4 2022: £1.1bn; Q1 2022: £4.6bn)
• £240m average deal value (Q4 2022: £183m; Q1 2022: £386m)
• one £1bn plus transaction announced
• eight (73%) firm offers were structured as schemes and three (27%) were structured as offers
• 82% of firm offers were P2P transactions
• overseas bidders were involved in 36% of firm offers announced (Q4 2022: 33%; Q1 2022: 67%), including the £1.25bn offer for Kape Technologies

The report also considers a legal and regulatory developments that took place in Q1 2023 including:

• the publication of a revised version of the Code which includes amendments related to the definition of ‘acting in concert’
• the Takeover Panel’s clarification of offer timetable treatment in competitive situations
• the Panel’s response statement confirming miscellaneous Code changes that were proposed in its October 2022 consultation