Our top predictions on likely thematics and sector hotspots in 2026.
1. Dealmakers to encounter a tougher regulatory environment
The Australian public M&A market in 2026 will be shaped by a more complex and demanding regulatory environment. Dealmakers including bidders, target boards and shareholders will need to navigate heightened scrutiny from both the Australian Competition and Consumer Commission (ACCC) and the Foreign Investment Review Board (FIRB), as new legislative reforms and geopolitical sensitivities reshape the approval landscape.
ACCC: Mandatory Merger Clearance Regime
From 1 January 2026, Australia’s new mandatory merger clearance regime will come into effect. Under this regime, any transaction meeting specified monetary or industry thresholds must be notified to the ACCC and receive clearance before completion. Transactions that meet the thresholds but proceed without approval will be void.
In a public M&A context, the low economic thresholds for notification mean that virtually all takeover bids will require ACCC clearance. This has significant implications for deal structuring. Unconditional off-market and, while increasingly uncommon, on-market takeover bids, are likely to become obsolete as the ACCC's new thresholds will likely capture many of these deals. The regime introduces execution risk and will extend transaction timelines, particularly in competitive or contested situations where speed has traditionally been a tactical advantage.
Dealmakers should anticipate a more rigorous review process, including the ACCC’s ability to consider prior acquisitions under a three-year lookback provision. This will be particularly relevant for bidders pursuing serial or roll-up strategies. The ACCC’s new public register of notified transactions will also increase transparency and public scrutiny, adding a reputational dimension to regulatory engagement.
FIRB: Intensified Scrutiny of Sensitive Sectors
FIRB’s oversight is expected to remain stringent, particularly for transactions involving critical infrastructure, minerals, sensitive land and technology assets. These sectors are increasingly viewed through the lens of national interest and supply chain security, especially as global focus intensifies on artificial intelligence and the clean energy transition.
Foreign bidders — who accounted for a significant proportion of Australian public M&A activity in 2025 — will face closer examination, particularly those from non-traditionally allied jurisdictions. FIRB is expected to continue imposing strict conditions, including tax-related undertakings, with the Australian Taxation Office playing a more active role in assessing private equity transactions and structuring.
To manage regulatory risk effectively, bidders should engage early with both the ACCC and FIRB. Pre-bid competition and foreign investment analysis should be standard practice, allowing parties to assess clearance risk and structure transactions accordingly. Conditionality, pricing and execution timelines must reflect the realities of the new regime.
Albeit a rare circumstance, target boards should factor regulatory risk into their recommendation processes and seek greater certainty from prospective acquirers (whether via the imposition of reverse break fees or stricter obligations in relation to the regulatory approval process) to protect shareholders against a bidder's direct contribution to a failed regulatory approval. Shareholders should expect longer transaction timelines in 2026, as evidenced most recently where after more than 18 months of seeking FIRB approval, a Chinese government-backed renewables developer failed to receive FIRB approval for its proposed acquisition of TPC Consolidated within the contractually agreed timeframe.
In the recent failed Mayne Pharma transaction, the acquirer Cosette publicly announced a change in its stated intentions with respect to the property and assets of Mayne Pharma and caused considerable delay to the FIRB approval process. FIRB's decision to reject Cosette's proposed acquisition was delivered some 9 months after a binding implementation agreement was entered into by the parties and after FIRB on several occasions unilaterally extended the statutory deadline for FIRB approval.
In this environment, well-prepared bidders who anticipate regulatory hurdles and plan accordingly, will be best placed to secure approvals and gain a competitive edge. As regulatory approvals become an increasingly important consideration for target boards in a tougher regulatory environment, Australian bidders will have a strategic advantage in competitive situations given the relative regulatory certainty in comparison to a bid put forward by a foreign investor.
2. A shifting ASX landscape
In October 2025, ASX released its consultation paper regarding potential changes to the ASX Listing Rules which would expand shareholder approval requirements for dilutive acquisitions by a listed company. This consultation paper followed the James Hardie-AZEK transaction, which triggered calls for reform and market discussion as to what an appropriate shareholder approval threshold looks like.
James Hardie’s acquisition of NYSE-listed AZEK involved James Hardie issuing shares equal to ~35% of its pre-deal capital without a shareholder vote. The ASX granted a waiver consistent with its longstanding practice for foreign-law governed deals. Institutional investors responded with an open letter criticising the Listing Rules as outdated and calling for greater shareholder oversight. The issue resurfaced in Southern Cross Media’s proposed merger with Seven West Media, which will see Southern Cross issue nearly 100% of its existing share capital—again, without a shareholder vote, as the deal does not trigger the reverse takeover threshold.
In response, the ASX has sought consultation on the imposition of a potential 25% cap on share issuance without shareholder approval for larger listed companies.
The ASX recognises that the introduction of a 25% shareholder approval threshold for larger ASX-listed acquirers seeking to issue shares in a takeover setting would have a significant impact on those companies. For example, such listed acquirers may be disadvantaged in competitive bid situations against unlisted or foreign bidders who are not subject to such approval requirements and may be financially constrained if they are restricted in their ability to efficiently fund a transaction.
In light of this, we are not anticipating a wholesale rewrite of the Listing Rules in 2026. If any changes are introduced, we expect them to be balanced, preserving flexibility for boards to make decisions on strategic transactions (recognising that they are appointed by shareholders and are responsible for the governance, management and strategic direction of the company).
For boards of listed companies and dealmakers, we predict that in 2026:
- Scrip-based acquisitions will remain viable without an automatic shareholder vote, preserving execution certainty;
- Boards should proactively engage with major shareholders on transformative deals, particularly where dilution is significant;
- Voluntary measures, such as non-binding votes or cornerstone investor support, may be used tactically to build confidence; and
- Governance expectations will rise, with directors expected to clearly articulate the strategic rationale for deals and demonstrate alignment with shareholder interests.
So while the ASX’s consultation signals a shift in tone, public M&A in 2026 will continue to operate under familiar frameworks, with boards retaining discretion and shareholders relying on governance channels to influence outcomes. The focus will be on transparency, engagement and execution, not procedural hurdles.
3. Activity in gold and critical minerals to heat up
Australia’s gold and critical minerals sectors are poised for a dynamic year of public M&A in 2026. Following a wave of strategic transactions in 2025, including Northern Star Resources' $6.1 billion acquisition of De Grey Mining, dealmakers are entering the new year with strong conviction, supported by resilient commodity fundamentals, cashed-up balance sheets, and a growing pool of domestic and international bidders as most recently evidenced by Perseus Mining’s proposal to acquire Predictive Discovery Limited.
The gold sector has remained resilient despite broader market volatility. With record prices fuelling strong cash flows, producers are actively pursuing acquisitions to secure future production as demonstrated by Gold Fields' acquisition of Gold Road Resources and Ramelius Resources' acquisition of Spartan. These deals reflect a broader trend: even highly profitable mid-tier producers are not hesitating to pursue large-scale acquisitions and industry participants are motivated to replenish declining reserves at mature operations and capitalise on sustained demand for gold. While a significant retreat in gold prices could dampen appetite for prospective acquirers, current forecasts remain robust, tied to inflation-hedge buying and geopolitical uncertainty all of which should fuel a further wave of consolidation amongst gold companies.
Meanwhile critical minerals—particularly lithium, copper, nickel, and rare earths—will remain strategically important as investors are repositioning portfolios to align with energy transition priorities and long-term commodity demand. While FIRB's evolving stance on sensitive investments, particularly in critical minerals, will require early engagement and careful deal structuring, with financing conditions improving and global interest in Australian resources remaining high, we predict 2026 will be a pivotal year for the sector.
4. Private Capital set to pounce on ASX listed targets
Private capital is expected to be a major force in Australia’s public M&A market in 2026, with superannuation funds, private equity, venture capital and family offices all poised to increase their influence.
While super funds did not lodge public bids for ASX-listed entities in 2025, the sector’s scale — now exceeding $4.3 trillion in funds under management — makes it inevitable that super funds will return to play an active role in future public M&A transactions as they seek higher returns through direct investment strategies rather than relying solely on traditional asset classes. This is particularly the case for the 19+ 'large' funds (with more than $50 billion in assets under management) and the 10+ 'mega' funds (with more than $100 billion in assets under management), many of which, including AustralianSuper, HostPlus and HESTA, have already been actively involved in public M&A proposals in recent years. We expect super funds will pursue targets both independently (as we saw with Australian Food Super's unconditional on-market takeover bid for Dynamic Group Holdings Ltd in 2024) and via the more traditional approach of bidding as a consortium member (as adopted by HostPlus when it teamed up with Charter Hall to acquire Hotel Property Investments, also in 2024). Continued consolidation within the superannuation sector will further concentrate capital and increase the number of funds capable of executing large-scale public transactions.
Private equity sponsors are already accelerating their presence on the ASX. A lack of private M&A opportunities has pushed funds toward public markets, resulting in a wave of take-private bids in late 2025: including EQT’s $5.2 billion proposal (ultimately withdrawn) for AUB Group, Genesis Capital and Soul Patts' consortium bid for Monash IVF, HG portfolio company Ideagen's acquisition of Envirosuite, TPG Capital’s acquisitions of Lynch Group and Infomedia, and Adamantem’s bid for Apiam Animal Health. With dry powder still abundant and exit conditions tightening, sponsors are focusing on fewer, larger and more complex deals.
We also expect venture capital and family offices to become more active in public markets, particularly in sectors like technology, consumer discretionary, healthcare, and energy transition. These investors are increasingly seeking scalable opportunities and long-term growth, often through strategic partnerships, direct bids or cornerstone investments as we have seen with a number of Australian family offices.
Private capital is not only expanding the pool of potential bidders, it’s also increasing competitive tension in sale processes, shortening execution timelines and reshaping the profile of strategic buyers and we expect this trend to emerge with greater force in 2026.
5. Continuation of shareholder activism
Shareholder activism played an influential role in public M&A outcomes this year and we expect will remain a significant force in 2026.
One of the core drivers of such shareholder activism is the growing sophistication and assertiveness of hedge funds, superannuation funds and other institutional investors. If a proposed transaction is perceived to be opportunistic, undervalued or is otherwise misaligned with stakeholder values, shareholder activists are likely to mobilise opposition and exert pressure on prospective acquirers and target boards to seek improved terms or to lobby for strategic alternatives.
We expect shareholder activists will continue to utilise the conventional defence tactic of publicly committing to vote against a scheme or reject a takeover offer in a shareholder 'rejection' statement. These statements are binding under ASIC's truth in takeovers policy and often stifle momentum for a scheme or a takeover bid, particularly where the shareholder making the statement is an influential or substantial holder controlling a sufficient number of shares to determine or materially influence the outcome of the scheme vote or to defeat the takeover bid. We have seen this tactic deployed successfully by activist shareholders in recent years, most notoriously the public rejection statements made by AustralianSuper leading to the failure of Brookfield and EIG's proposed acquisition of Origin Energy in 2023, and earlier this year by L1 Capital in relation to a proposed conversion of a Platinum Asset Management listed investment company, where the conversion was abandoned and an alternate path set for the listed investment company under the influence of Platinum's largest shareholder. This outcome underscores the importance of engaging with substantial investors in public transactions, as L1 Capital’s aggressive engagement ultimately forced a solution that all sides could live with, albeit a very different one than initially contemplated.
Conceptually, 'activism' in a public M&A context is typically focussed on shareholders voicing opposition to a proposed transaction and often overlooks the growing activism by shareholders in support of a proposed transaction. Enter merger arbitration funds. Emboldened, usually by the depth of their potential downside risk if a proposed transaction fails, we have seen increasingly aggressive and novel tactics deployed by merger arbitration funds to increase the prospects of success of a proposed transaction. For example, earlier this year we saw merger arbitration fund Harvest Lane Asset Management apply to the Takeovers Panel seeking to compel a major shareholder to vote all of its shares in favour of the Dropsuite scheme of arrangement in accordance with its earlier shareholder 'acceptance' statement (see our earlier article traversing the Panel's decision in Shareholder intention statements: are the waters getting murkier?).
More recently, it has been reported that several merger arbitration funds invested in the success of the proposed, but failed, Mayne Pharma scheme of arrangement formally wrote to the Federal Treasurer Jim Chalmers seeking to persuade FIRB not to follow through with its intention to block the transaction on national interest grounds after the bidder (Cosette Pharmaceuticals) disclosed its intention to shut a key manufacturing facility of Mayne Pharma in South Australia. The emergence of these emboldened tactics demonstrates that merger arbitration funds are playing an increasingly active role to ensure publicly announced deals go ahead, rather than necessarily seeking to undermine the deal or shorting the stock.
