SWEDEN Law and Practice Contributed by: Louise Rodebjer, Ólafur Steindórsson, Per Dalemo and Johannes Wårdman, CMS Wistrand
1.2 Key Trends In 2025, scope deals accounted for 60% of large trans - actions, marking a record year for revenue-driven and capability-enhancing M&A. Valuation gaps and earn - ings visibility continued to shape deal structuring, and, although credit market liquidity improved compared to 2024, structured solutions remained common to bridge buyer and seller expectations. Minority stake sales, continuation vehicles and other structured exit mechanisms gained further traction globally, while in Sweden narrowing credit spreads supported transac - tion financing, particularly towards year-end. According to the latest CMS M&A study, earn-out mechanisms increased in the Nordic region, includ - ing Sweden, and vendor loans remain commonly used to bridge valuation gaps amidst continued earn - ings uncertainty. Although credit market conditions improved during 2025, structured solutions continue to be utilised to secure full acquisition financing. In the property sector, narrowing credit spreads and increased issuance volumes, approaching 2021 levels, indicate improved funding conditions and enhanced access to bond markets. An updated CMS M&A study is expected during spring 2026, which may provide further insight into whether these structural features have continued into 2025. According to the CMS M&A study, the locked-box model remains the preferred purchase price mecha - nism, offering certainty for sellers. It is particularly suit - ed to transactions with short signing-to-closing period or stable earnings, while combinations with earn-out structures are also common where future performance remains uncertain. Over the past 12 months, AI has continued to shape M&A activity, both as a strategic investment focus and as a tool to enhance efficiency in sourcing, screening and overall due diligence. In addition, there are some signs that the use of generative AI can reduce effort, time and costs, underlining its potential to optimise M&A activities. During the year, AI adoption in M&A more than dou - bled, to 45% of practitioners. Deal makers have in some cases walked away from transactions due to the anticipated impact of AI on the target’s business mod -
el, demonstrating that AI considerations increasingly influence substantive investment decisions. On the other hand, questions regarding allocation of respon - sibility for outcomes produced in whole or in part by AI between the creator and the user of the AI, as well as safeguarding of confidential information when using AI, are still highly debated in Sweden. Private equity remained a significant participant in Swedish M&A during 2025, although sponsor activity fluctuated over the year. Significant dry powder and maturing portfolios are expected to sustain sponsor activity going forward. The use of warranty and indem - nity (W&I) insurances continued to play an important role. According to the latest CMS M&A study, W&I insurance was used in 13% of Nordic transactions, representing a 5% increase during 2024. It would be surprising were these figures not to rise once the updated CMS M&A study is released, as the authors note that today W&I insurances are more commonly discussed within our client base. Private capital has become increasingly prominent in global M&A and is deployed across the risk-return spectrum, including minority investments, private credit and other structured solutions, underscoring its growing role in both acquisitions and strategic invest - ments. 1.3 Key Industries In Sweden, several industries experienced significant M&A activity over the past 12 months. Throughout 2025, advanced manufacturing and mobility, and technology, media and telecommunications, remained among the most active sectors. Consumer-related transactions gained momentum during the middle part of the year and continued to represent a mean - ingful share of the overall activity. In the final quarter of 2025, transactions in Sweden were mainly concentrated in the following industries: • advanced manufacturing and mobility, representing 37%; • technology, media and telecommunications, repre - senting 23%; and • consumer products, representing 16%.
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