IRELAND Law and Practice Contributed by: Enda Garvey, Brian McCloskey and Robert Maloney Derham, Matheson LLP
Matheson LLP 70 Sir John Rogerson’s Quay Dublin 2 Ireland Tel: +353 1 232 2000 Fax: +353 1 232 3333 Email: dublin@matheson.com Web: www.matheson.com
1. Transaction Activity 1.1 Private Equity Transactions and M&A Deals in General Irish M&A activity has had a strong start in 2025, despite ongoing broader macro-economic volatility and geopolitical uncertainty. During the first half of 2025, 244 deals were completed, which is an 18% increase in deal volume compared to the correspond - ing period in 2024. Cross-border activity remained robust, with Irish busi - nesses drawing interest from international buyers looking to establish a strategic presence in the EU. There has been a general trend towards more bilateral deals and fewer auction processes when compared with previous years, reflecting a broader shift to more buyer-friendly market conditions and an increase in the number of strategic acquirers in the market. There has also been a marked increase in bolt-on transac - tions where private equity has opted to allocate capital towards existing platforms. In terms of due diligence, there has been a discernible trend in the past 12 months towards expanded finan - cial, legal and technical diligence, whereby the due diligence process in private equity transactions has become more sophisticated, involved and targeted. This appears to be driven – in part – by the require - ments of lenders as well as warranty and indemnity (“W&I”) insurance underwriters, which has led to an increase in both transaction complexity and timeline.
Due diligence tends to consist of a red-flag review of matters above a specific monetary materiality thresh - old. This trend towards red-flag, exceptions-only diligence reporting is aligned with the increase in pri - vate equity buyers in the market. In particular circum - stances, there are sometimes selective “deep dive” diligence exercises carried out on specific aspects depending on the nature of the target business, and this will often include technical diligence (for exam - ple, in relation to planning and environmental issues). Contract reviews are generally limited to the target’s top ten customer contracts or to those contracts that account for a material proportion of the target’s rev - enue. There has been a material increase in minority invest - ments undertaken by private equity investors in recent years. This trend is expected to continue as dedicat - ed minority funds look to take advantage of Ireland’s favourable fiscal and economic policies. However, from a tax structuring perspective, the availability of Ireland’s “substantial shareholders” exemption should be considered, as this relief from capital gains tax only applies where a minimum 5% shareholding has been held for the duration of a specified holding period. Ireland has always attracted significant levels of inbound investment activity. This trend has continued in 2025 as international acquirers, predominantly US and UK buyers, accounted for 39% of total deal vol - ume in the first quarter of 2025, which is an increase from the same period in 2024.
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