IRELAND Trends and Developments 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
General Overview 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, while there was a 51% decrease in the value of Irish M&A deals, deal volume increased by 4% com - pared to the first half of 2024. Consistent with previous years, the most active seg - ment of the Irish market in 2024 and the first half of 2025 continued to be the mid-market (deals between EUR5 million and EUR250 million). However, 2025 has already seen a number of high-value transac - tions, including the EUR1.9 billion acquisition of Nor - dic Aviation Capital A/S by Investment Corp of Dubai and the EUR1.4 billion offer for the publicly listed hotel group Dalata by Pandox AB. While overall deal activity levels remain strong, despite the broader macro-economic and geopolitical insta - bility, there has been a noticeable shift towards more “buyer-friendly” deal terms. The use of hold-backs, escrows and earn-outs has become more common than in previous years, as buyers seek to “test” their valuations and avoid overpaying for assets. Private equity contributed to 24% of deals during the first half of 2025. Mirroring the general trends seen in Irish M&A activity this year, private equity deal volume increased, whereas deal value decreased. Consistent with previous years, M&A activity has spanned across several sectors. Financial services, pharma and biotech, TMT and business services have seen significant levels of activity so far in 2025.
Cross-border activity has remained robust, with Irish businesses drawing interest from international buy - ers looking to establish a strategic presence in the EU. International acquirers, predominantly US and UK buyers, accounted for 39% of total deal volume in the first quarter of 2025, which is an increase from the same period in 2024. Against the backdrop of the above macro environ - ment, a number of sector-specific trends have come to the fore this year that broadly represent a continu - ation of similar trends identified in 2024. Increase in Minority Investments and Rollover Structures by Financial Sponsors Minority investments undertaken by financial spon - sors have increased in Ireland in recent years, and this is a trend we expect to continue as dedicated minority funds enter the market, both local and international. There are a variety of capital structures used, ranging from ordinary equity investments with control rights, to preferred equity or debt-like structures with limited governance rights. Mezzanine debt and convertible instruments have also become more common in the Irish market. Typically, a financial sponsor taking a minority position will seek certain rights and protec - tions including tag-along rights, information rights, rights of first refusal in respect of new equity or debt issuances, and board appointment rights. It is impor - tant that a well-negotiated shareholders’ agreement is put in place to ensure a minority investor obtains adequate protection, but in a way which does not unduly stifle the development of the relevant business.
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