HUNGARY LAW AND PRACTICE Contributed by: Pál Szabó, Barnabás Simon, Eszter Katona, Ádám Simon, Mihály Harcos, Karim Laribi, Gábor Kutai and István Szalay-Csala, Bird & Bir d
The Hungarian State remained among the most active acquirers, whilst the market continues to be driven pri - marily by independent market players, which account - ed for approximately 73-76% of total activity over the past three years. Among major domestic players, MOL maintained a strong presence by acquiring Endrőd Gázipari, a gas producer, and expanding its waste management port - folio. 4iG continued its acquisition strategy with the purchase of Netfone Telecom, a mobile virtual network operator, and acquired a 74% stake in RÁBA Automo - tive Holding, a vehicle and component manufacturer with defence industry capabilities, in a transaction val - ued at approximately EUR65 million. Waberer’s Inter - national also remained active, which is evidenced by the ongoing acquisition of a 62.5% stake in rail freight company GYSEV-Cargo, Hungary’s second-largest rail freight operator, and by the acquisition of a 51% stake in Pannon Busz-Rent, a bus transport and rail replacement service provider. The technology sector recorded stronger activity in 2025, with multiply transactions in both Q2 and Q3, reflecting a welcome rebound after a subdued 2024. Notable acquisitions included Flexi Medical Cloud, Arenim Technologies, Jegymester, and MiniCRM by international strategic and financial investors from Europe, North America, and China. Q2 2025 also marked the return of Chinese strategic buyers to the Hungarian M&A market, with Gstarsoft acquiring Cad - Line and Haier Europe purchasing Klima – the first direct Chinese acquisitions in Hungary in five years. In 2025, Hungarian M&A market was relatively active considering the turbulent economic environment and geopolitical uncertainties and, due to competitive wage levels and low corporate tax rates, Hungary remains a popular investment destination in the CEE for private M&A transactions, amongst which share deals and asset deals are commonly seen. Even though the practicality of a share purchase makes it the most popular acquisition method in Hungary, an asset purchase can provide convenient solutions 3. Mergers and Acquisitions 3.1 Transaction Structures
in specific situations (such as a spin-off, distressed sale, downsizing or sale of a business line) and can also be more advantageous if the target company is in financial distress. The business decision on how to structure a transaction should always be examined on a case-by-case basis. Factors affecting the parties’ choice of deal structure in Hungary are similar to what an investor can see elsewhere in Europe. Transactions in the Hungarian market are mainly car - ried out through negotiated sale and purchase agree - ments, but, in an increasing number of cases, sellers are setting up an auction sale process for selected potential buyers to maximise the target’s value. In terms of structuring consideration, cash deals are most typical and there is less of a tendency towards paper consideration (eg, loan stock). Due to market volatility and other contributing factors, the more tra - ditional completion accounts adjustment structures have been applied in the majority of transactions, and locked box purchase prices mechanisms were rarely seen. 3.2 Regulation of Domestic M&A Transactions Hungary’s principal source of legislation governing M&A transactions is Book Three (Legal Persons) of Act V of 2013 on the Civil Code (the “Hungarian Civil Code”), which sets out the general rules applicable to all types of legal persons, including high-level rules on the transformation, merger and demerger of legal persons. The detailed provisions constituting the legal frame - work for transactions implemented by way of merg - ers and demergers are set out in Act CLXXVI of 2013 on the transformation, merger and division of legal entities (the “Transformations Act”). Effective as of 1 January 2024, the Transformations Act was amended introducing “spin-off”, a new type of division of legal entities enabling the business community to carve out a business line of a company to a new spin-off entity which becomes the subsidiary of such company. In the case of a company participating in a merger that is not domiciled in Hungary, but in another member state of the EU, in addition to the provisions of the Hungarian Civil Code and the Transformation Act, the
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