Legal development

UK Public M&A Update – Q3 2026 

    Welcome to our review of the UK public M&A market for the third quarter of 2026. Alongside this we are pleased to publish the seventh episode in our Takeover Talks series, which you can listen to here. In this podcast, Jade Jack, Tom Mercer and Harry Thimont look at one of the defining trends of 2026: bidders turning to more aggressive tactics, in particular the use of "bear hug" announcements. 

    Links to download the full review and to access our podcast can be found at the bottom of the page.

    Overview

    A return to hostilities?

    UK public M&A activity remained robust over the summer, with a further nine firm offers announced in July alone. While September was quieter, UK equities continued to draw strong interest from overseas bidders, particularly at the small- and large-cap ends of the market, and seven firm offers exceeded £1bn in value.

    Notably, bidders have increasingly turned to hostile tactics, with "bear hug" announcements featuring in a number of high-profile situations.

    A bear hug is a public announcement by a potential bidder setting out the terms of a possible offer – typically one the target board has already rejected – with the aim of pressuring the board to engage. The tactic has been used rarely in the UK in recent years, where the vast majority of offers are recommended on announcement.

    A bear hug is not necessarily a precursor to a hostile offer; its principal purpose is usually to bring the board to the negotiating table with a view to agreeing a recommended deal. It is, however, regarded as a more aggressive bidder tactic.

    Pros and cons

    The approach carries clear advantages. It can:

    • allow bidders to bypass a reluctant board and engage directly with shareholders – particularly valuable following repeated rejections; and
    • facilitate price discovery ahead of a bid, enabling shareholder soundings beyond the constraints of the Panel's "rule of six".

    However, a bear hug also:

    • sacrifices confidentiality, increasing the risk of interlopers;
    • triggers the 28-day "put up or shut up" (PUSU) deadline, effectively ceding control of the timetable to the target; and
    • can entrench a defensive stance on the part of the target board.

    Mandates

    In the last quarter, Ashurst Perkins Coie's UK public M&A mandates include advising:

    • Capricorn Energy on the competing offers by Genel Energy and DNO;
    • Pharos Energy on the competing offers by Ratio Petroleum Energy and Serica Energy;
    • Ashtead Technology Holdings in connection with a possible offer;
    • J.P. Morgan on Arlington Capital Partners' offer for Gooch & Housego;
    • Barclays on ABB's offer for Rotork;
    • Lazard on OCS Group's offer for Mitie Group;
    • Cavendish on Brave Bison's hostile offer for System1 Group;
    • J.P. Morgan and Rothschild & Co on Prologis's offer for SEGRO;
    • Rothschild & Co on Peel Holdings' offer for Harworth Group;
    • RBC on Ridgeview Partners' offer for Pinewood Technologies Group;
    • Lazard on Veritas Capital's offer for Bodycote;
    • Goldman Sachs on Epiris's offer for Gamma Communications;
    • Darblay Capital on the consortium offer for Spire Healthcare Group; and
    • Rothschild & Co on Avocet Bidco's offer for Eleco.

    UK Public M&A Update Q3 2026

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    The information provided is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to.
    Readers should take legal advice before applying it to specific issues or transactions.