EU Trends and Developments Contributed by: Vedran Obradović, Andrei Demian and Karoline Zehetmayer, LeitnerLaw Rechtsanwälte
sustainability and pricing assumptions, particularly in sectors exposed to cyclical demand, energy costs or regulatory change. This resulted in longer processes, more detailed scenario analysis and an increased focus on diligence linking commercial assumptions to operational performance. As a direct response, deal structures became more adaptive. Earn-outs, staged acquisitions, minority positions and other risk-sharing tools were used not as “exotics” but as mainstream mechanisms to bridge valuation gaps and preserve momentum. A majority of surveyed dealmakers reported a willingness to use alternative structures, suggesting that in 2026, trans - action design will remain a strategic lever rather than a boilerplate negotiation. Financing and private capital interacted with these structuring trends in a practical way. Many dealmakers expected corporates’ cash reserves to be the most available source of financing and commentary across the market continued to highlight flexible non-bank capital as an increasingly important execution tool, particularly for disciplined sponsors and strategic buyers seeking certainty and speed. Private equity remained active but more focused. Despite significant levels of available capital, sponsors adopted a more disciplined investment approach, pri - oritising assets with clear operational value creation potential. At the same time, exit pressures and portfo - lio management considerations drove increased activ - ity in carve-outs, continuation structures and targeted take-private transactions. Distressed and portfolio optimisation dynamics also became more relevant. Non-core disposals and restructuring-driven transactions contributed to deal flow, with buyers targeting assets where complexity, such as separation or integration, can be effectively managed. Cross-border execution remained a central theme, shaped by both geopolitical factors and regulatory requirements. In addition to merger control, trans - actions increasingly require consideration of foreign investment screening, ESG requirements and opera -
tional resilience, particularly in sectors linked to critical infrastructure, technology and regulated industries. Key Transactions in Europe Transactions in 2025 illustrate how Europe’s deal nar - rative was driven by a mix of scale, capability and resilience plays. A selection of notable transactions includes: Erste Group (Austria) – acquisition of a 49% stake in Santander Bank Polska (Poland) In 2025, Austria-based Erste Group initiated negotia - tions to acquire a 49% stake in Santander Bank Pols - ka, one of Poland’s key retail and corporate banks. The transaction, completed in 2026 with a deal volume of approximately EUR7 billion, significantly strengthened Erste Group’s presence in the CEE region. Through its entry into Poland, Erste Group gained access to one of Europe’s most dynamic and rapidly expanding banking markets. Helvetia (Switzerland) – acquisition of Baloise Holding (Switzerland) The Swiss insurer Helvetia acquired its domestic com - petitor, Baloise Holding, in 2025 in a deal valued at approximately USD10 billion. The acquisition brought together two major insurance providers operating across Switzerland, Germany, Belgium and Luxem - bourg, creating one of the strongest insurance plat - forms in the European mid-market segment. Monte dei Paschi (Italy) – acquisition of Mediobanca (Italy) The approximately EUR13 billion acquisition of Mediobanca by Monte dei Paschi, the oldest bank in Italy, represented one of Europe’s most prominent financial sector transactions in 2025. The deal elevat - ed Monte dei Paschi to the ranks of the continent’s leading banking institutions by asset size. Keurig Dr Pepper (United States) – acquisition of JDE Peet’s N.V. (Netherlands) Keurig Dr Pepper completed the acquisition of Dutch coffee conglomerate JDE Peet’s in 2025, with a total transaction value of approximately USD23 billion. The deal gave the US-based beverage giant a substan - tially expanded presence in the European consumer goods market, particularly across the Netherlands,
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