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The latest publication in the Market Tracker Public M&A trend report series provides in-depth analysis of the 13 firm offers, seven possible offers and two formal sale processes and/or strategic reviews which were announced by Main Market and AIM companies subject to the Takeover Code (Code) in Q3 2022. It includes insight into public M&A trends seen in Q3 2022 and legal and regulatory developments.

Topics covered:

• deal volume and value
• £1bn plus transactions
• deal structure
• 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 hostile offer for MySale Group by Frasers Group, and the £9.5bn recommended offer for AVEVA by Schneider Electric, the largest offer so far in 2022.

Report highlights

• 13 firm offers (Q2 2022: 15 firm offers; Q3 2021: 18 firm offers)
• £20.7bn aggregate deal value (Q2 2022: £14.5bn; Q3 2021: £37.1bn)
• £1.6bn average deal value (Q2 2022: £967m; Q3 2021: £2.06bn)
• six £1bn plus transactions announced
• 11 (85%) of firm offers were structured as schemes and two (15%) were structured as offers
• 46% of firm offers were public to private (P2P) transactions
• overseas bidders were involved in 85% of firm offers announced (Q2 2022: 67%; Q3 2021: 73%), including five out of six £1bn plus transactions

The report also considers legal and regulatory developments that took place in Q3 2022 including:

• the Takeover Panel (Panel)’s consultation on proposed changes to the presumptions contained in the definition of ‘acting in concert’ in the Code
• the Panel’s publication of a new bulletin outlining the Panel Executive’s expectations in relation to the timing of possible offer announcements and the preparation and release procedure of announcements under Rule 2 of the Code
• the Department for Business, Energy and Industrial Strategy’s first prohibition under the National Security and Investment Act 2021