SWITZERLAND Law and Practice Contributed by: Frank Gerhard, Andreas Müller and Timo Hasler, Homburger
Homburger Prime Tower Hardstrasse 201 CH-8005 Zurich Switzerland
Tel: +41 43 222 10 00 Fax: +41 43 222 15 00 Email: lawyers@homburger.ch Web: www.homburger.ch
1. Trends 1.1 M&A Market
• technology, media and telecommunications (TMT); • pharmaceuticals and life sciences; and • industrial markets.
The number of M&A transactions with Swiss involve - ment increased from 464 deals in 2024 to 502 deals in 2025 (increase of 10.59%). Aggregate deal value rose significantly, reaching USD166.8 billion in 2025 versus USD115.1 billion in 2024 (+USD51.7 billion; +44.9%), with overall volumes driven disproportionately by a small number of very large transactions. 1.2 Key Trends Despite persistent economic uncertainty, the Swiss M&A market remained resilient in 2025. Activity stayed solid, even if year-end volumes came in slightly below initial expectations. Cross-border transactions continued to be a defin - ing feature, with Swiss companies especially active as acquirers. Nearly half of all deals involved Swiss buyers pursuing targets abroad, while inbound acqui - sitions of Swiss companies accounted for roughly a quarter of transactions. Looking ahead to 2026, a moderate increase in activ - ity is anticipated, supported by a slightly higher share of private equity-backed deals. Buyers are expected to place greater emphasis on technology maturity, including the effective use of AI, robust cybersecurity and the ability to scale digital capabilities across the organisation. 1.3 Key Industries In 2025, deal activity concentrated in three core sec - tors:
2. Overview of Regulatory Field 2.1 Acquiring a Company
Swiss businesses may be acquired through share deals or asset deals. The latter may take the form of a transfer of individual assets and liabilities, or a bulk transfer pursuant to the Swiss Merger Act. The most common way of acquiring a public company is a public tender offer, which may be structured as a cash offer, exchange offer (with securities as consider - ation), or a combination thereof (see 6.3 Consideratio n). If a public company has a controlling shareholder, control may be acquired – subject to the potential obli - gation to launch a mandatory offer for all shares (see 6.2 Mandatory Offer Threshold ) – by purchasing a controlling stake in a private block trade transaction. As an alternative, a public or private company may be acquired through a statutory merger, either by absorp - tion (one company is dissolved and merged into another company) or by combination (the two combin - ing companies are dissolved and merged into a newly formed company). Statutory mergers at the level of Swiss listed companies are rare. Other commonly used techniques are share-for-share transactions and the formation of a new company that acquires the assets and liabilities of two existing companies in exchange for its own shares.
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