Ireland

Private M&A transactions in Ireland are typically structured as share sales or asset sales.

A share sale is the most common structure used for Irish M&A because the buyer acquires the target company and all its assets and liabilities. They are generally simpler than asset sales, which require separate transfer documents (e.g. for real estate and intellectual property (IP)) and registry filings for individual assets.

The tax treatment of share sales is generally more favourable to both sellers and buyers than asset sales. A buyer will pay stamp duty on the acquisition of shares at a standard rate of 1% of their market value (unless relief or exemptions apply) whereas the rate of stamp duty chargeable on the transfer of certain assets is much higher. Sellers also tend to prefer a share sale as the disposal is typically a single capital gains tax event and no VAT applies.

Asset sales are a useful structure for buyers who want to acquire specific elements of a business and avoid unwanted exposures, particularly in liquidation or distressed M&A. They require careful diligence and precise drafting to ensure assets are correctly identified and transferred. Employees who are wholly or mainly assigned to the transferred assets are protected and will be required to transfer, subject to information/consultation obligations and limitations on post‑transfer measures. VAT may be chargeable, subject to exceptions, including where the assets being transferred collectively qualify as a transfer of a business as a going concern.

Irish law permits mergers and divisions both within Ireland and with European Economic Area (EEA)-incorporated, limited liability companies, with assets and liabilities transferring by operation of law. While available for arm’s length deals (both public and private), they are used more frequently for intragroup reorganisations.

Ireland’s M&A market remains active and internationally focused, supported by strong economic performance despite a challenging global backdrop. Deal volume increased modestly during 2025, though overall value declined without a megadeal comparable to Apollo’s EUR 10.1 billion purchase of a 49% stake in Intel’s Fab 34 in 2024.

M&A activity during the first quarter of 2025 was among the highest, both in terms of value and volume, that we have seen in recent years but slowed in the second quarter following President Trump’s “Liberation Day” announcement of U.S. trade tariffs.

Activity remains driven by inbound investment, with U.S. and UK bidders accounting for about half of deals by volume and over two-thirds by value. Private equity (PE) activity remained steady over the past two years (excluding the outsized impact of the 2024 Apollo/Intel megadeal) with a slight year-on-year increase in 2025. PE activity was concentrated in the first half of 2025, with major deals such as Ardian France SA’s EUR 2.5 billion acquisition of Irish utilities group Energia Group Ltd (the largest deal of the year).

The mid-market remains the core engine of Irish dealmaking with 90% of all deals during 2025 falling within this category.

The pharma, medical and biotech (PMB) and technology, media and telecoms (TMT) sectors remain strong contributors to Irish M&A by volume. One standout trend in 2025 was a marked decline in deal value in the TMT sector, dropping to 9% of all Irish M&A deals from 56% in 2024. TMT valuations were impacted by geopolitical trade tensions.

Energy, mining and utilities (EMU) deal activity and values have risen over the past two years; reaching 25% of market share by value in 2025. Alongside the Ardian/Energia deal, a significant contribution came from the EUR 1 billion acquisition of the 500MW Greenlink Interconnector by UK-headquartered Equitix and Norway-based Statkraft. Ireland’s net-zero carbon emissions commitments and Climate Action Plan 2025 continue to drive investment in renewable energy, grid modernisation and clean power projects.

The Irish regulatory landscape continues to evolve with the introduction of the foreign direct investment (FDI) screening regime (see Question 9, below), planned updates to media merger procedures (see Question 14, below) plus continued active Competition and Consumer Protection Commission (CCPC) oversight, all of which require earlier and more detailed transaction planning.

The concern that the introduction of Ireland’s FDI screening regime in 2025 would deter overseas investors has not materialised. The regime does confer a competitive advantage on EEA-based bidders as they can avoid additional conditionality. In technology transactions, we expect authorities to focus on strategic dependencies, data governance and resilience, while in energy and infrastructure transactions, particular weight is likely to be placed on an acquirer’s balance sheet strength, operational capability and resilience.

There are plenty of reasons to be positive, with encouraging signs of increasing activity during the final months of 2025. Inflation continues to moderate and more favourable interest rates offer support for leveraged purchasers. Notwithstanding a slowing global economy, the Organisation for Economic Co-operation and Development (OECD) forecasts domestic demand in Ireland to grow by 2.3% in 2026 and 2.6% in 2027. Meanwhile, sectoral strengths in areas such as TMT and PMB, as well as a forward-thinking approach to artificial intelligence (AI) and related technologies, bode well for dealmaking in Ireland in 2026.

The chance of a repeat of the disruption seen in 2025 remains a lingering concern and, at the time of writing, it remains to be seen how the emerging conflict between Iran, Israel and the United States will develop. If that conflict can be resolved in the short term and the pressure on energy prices eases, then we are cautiously optimistic that the Irish M&A pipeline will continue to grow in 2026. Irish companies continue to represent attractive targets, both for strategic acquirers and for PE investors. The first quarter of 2026 has already seen reasonable M&A activity, including Ørsted’s agreement to sell its European onshore business to Copenhagen Infrastructure Partners for EUR 1.44 billion and the sale by Kingspan of its timber frame division to Lagan’s FastHouse.

As a common law jurisdiction, transaction documents will be subject to principles of Irish law governing the formation and interpretation of contracts generally. Irish statutory and common law does not imply specific terms or safeguards in transaction documents and a buyer in these transactions will generally be subject to the principle of “buyer beware”. Parties typically negotiate tailored warranties and indemnities reflecting the target’s assets and incorporate entire agreement clauses that exclude liability for pre-contractual misrepresentation.

Irish merger control rules are contained in the Competition Act 2002 (as amended) which sets out the financial thresholds to determine whether a transaction needs to be notified to the CCPC for review.

In an asset sale, the provisions of the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 (commonly known as TUPE) set out the terms on which employees who are wholly or mainly assigned to the transferring assets will automatically transfer to the buyer with deemed continuity of service.

Irish company law is principally set out in the Companies Act 2014 (as amended), which regulates corporate governance and the share capital of Irish companies, sets out the framework for statutory mergers and divisions, and generally prohibits a target company from providing financial assistance to the buyer of its shares, subject to limited exceptions.

See Question 9, below, for details of Ireland’s FDI screening regime and Question 11, below, regarding the public company takeover regime.

Cash is the most commonly used form of consideration in Irish M&A, but alternatives are used where flexibility is needed. Deferred and earn-out structures help bridge valuation gaps, manage liquidity, and incentivise retained sellers, while share or rollover consideration is common, especially in transactions involving PE sponsors and listed strategic acquirers.

In public transactions, the Irish Takeover Rules (defined below) impose strict requirements on pricing and funding certainty, which shape the form and presentation of offer consideration. Share consideration is permitted, though listed bidders using this form will need to be mindful of their obligations under the prospectus regime and unquoted securities offered as consideration will generally require a valuation to be prepared and disclosed.

2025 saw a rise in the use of contingent value rights (CVRs) in the form of a non-transferable, contractual payment obligation subject to specified maximum and minimum payments. They are common in the PMB sector where they may be linked to the outcomes of ongoing product approval processes. For example, Alkermes’ takeover of Avadel Pharmaceuticals provided for USD 1.50 additional cash consideration per share in CVRs subject to approval by the U.S. Food and Drug Administration (FDA) of its LUMRYZ product by the end of 2028 (giving a total transaction value of up to USD 2.37 billion).

Irish M&A due diligence focuses on finance, legal/regulatory, commercial, and tax, with reviews becoming more strategic in 2025. This can extend timelines but improves post-completion integration. Scope varies by sector, asset profile, competitive deal dynamics, and buyer needs, with areas like IT/operational resilience in TMT and environmental, social, and governance (ESG) in EMU receiving sector-specific attention.

Legal due diligence is typically red-flag only and covers corporate structure, financing, key contracts, regulatory compliance, employment, data protection, IP/IT, real estate, litigation and environmental matters. Cyber risk, data governance, and sector-specific compliance have grown in importance due to increasing regulatory complexity, enforcement and cyberattack risk.

W&I insurance has become common in Irish private M&A deals over EUR 10 million in value, with more insurers and falling premiums increasing accessibility. Buy-side policies dominate and underwriters require robust diligence.

Policy coverage has become standardised and is subject to typical exclusions, such as fraud, known risks, environmental liabilities, indirect loss, and title/condition of real estate assets. Policy enhancements (e.g. materiality/knowledge “scrapes”) are available and certain exclusions may be removed for an increased premium. Insurers will only cover reasonably market-standard warranties and representations, which in turn can streamline negotiations between the parties and focus attention on purchase price mechanics and deal terms with recourse against the sell-side.

Ireland introduced an FDI screening regime on 6 January 2025 that gives effect to the EU FDI Screening Regulation. The regime applies to direct or indirect acquisitions by non‑EEA/Swiss investors involving a change of control of an Irish business, or an increase in shareholding or voting rights above 25% or 50%. A filing is required where the transaction value is at least EUR 2 million and the deal relates to specified sensitive areas such as critical infrastructure, critical technologies and dual‑use items or media activities. Related transactions within a 12‑month period are aggregated for this calculation.

The regime operates alongside, rather than replacing, Irish and EU merger control requirements and must be built into long‑stop dates and conditions precedent for any non‑EEA/Swiss bidders. The Irish Minister for Enterprise, Tourism and Employment also holds a broad call‑in power, enabling review of non‑notifiable transactions for up to 15 months following completion where security or public order concerns may arise, and for up to five years where a mandatory filing was required but not made.

In Ireland, prior to announcement of a public takeover, a potential offeror in a public M&A transaction is required to keep its intentions confidential, disclose these only on a “need-to-know” basis, and monitor the share price of the proposed target for any anomalous movements indicative of rumour or speculation about the proposed approach which would trigger an obligation to release a preliminary “leak” announcement. Once an approach has been made to the target, this monitoring responsibility shifts to the target until the point it declines such an approach. Confidentiality of the approach is paramount until a formal announcement is made. Any preliminary announcement of a possible offer will trigger a 42-day “put up or shut up” period for the offeror. The offeror will be required to announce its firm intention to make an offer without delay provided that its financial adviser is satisfied that sufficient funding is in place.

Significant shareholders in the offeror (except in all-cash offers) and the target will also be subject to disclosure obligations in respect of their shareholdings and dealings in shares in the companies for the duration of the offer period.

Public M&A transactions involving the acquisition of an Irish-incorporated, listed company are subject to the Irish Takeover Panel Act 1997 and the Takeover Rules 2022 (the “Takeover Rules”). The Takeover Rules are an annotated set of rules drawn up by the Irish Takeover Panel (a statutory body established to supervise such transactions) and are derived from seven general principles governing the conduct of public M&A transactions (such as equal treatment of shareholders and prevention of false markets). The Takeover Rules contain strict rules on offer timetables, conditions, disclosures, restrictions on frustrating actions and ownership thresholds triggering mandatory offers.

From the time that an approach is contemplated and for the duration of the offer period, the parties to a transaction will generally maintain a dialogue with the Irish Takeover Panel which may, in consultation with the parties, grant derogations from certain of the Takeover Rules where it considers appropriate, having regard to the general principles and circumstances of the transaction.

The two principal ways of acquiring an Irish-listed public company are by: court-approved scheme of arrangement; or general tender offer. Schemes of arrangement are the most commonly used structure because a buyer will acquire 100% of the shares in the target, if at least 75% in value of the target’s shareholders voting at the shareholder meeting to approve the scheme vote in favour of it and the Irish High Court sanctions the scheme. To acquire 100% control using a general offer, the company making the offer will invariably need to rely on a statutory “squeeze-out” procedure to compulsorily acquire the shares of dissenting shareholders who have the right to apply to court for relief. The acceptance threshold to trigger squeeze-out is generally 90% of the issued share capital of the target, reducing to 80% where the target’s listing is on a non-EEA regulated market such as the Alternative Investment Market (AIM) or the Main Market on the London Stock Exchange (LSE) or Euronext Growth on Euronext Dublin. A scheme requires the cooperation of the target’s board, so a general offer is the default option for hostile takeovers.

The parties may agree on their choice of governing law and national courts for the resolution of disputes arising from the transaction in the transaction documents and may choose hybrid or different governing laws/courts for specific matters. The most common choice is for Irish governing law in Irish share or asset transactions. Ireland is the only EU Member State with an English-speaking, common law court system and M&A disputes will almost invariably be admitted to its commercial court, which deals solely with significant commercial cases using case management to resolve them speedily and efficiently. From an enforcement standpoint, Ireland’s legal system has a strong reputation worldwide and, as an EU member, Irish judgments can be enforced in all other EU Member States in accordance with the Recast Brussels Regulation.

Parties may also include clauses in transaction documents requiring disputes to be referred to arbitration as an alternative to litigating through the courts. Use of these clauses has increased in recent years, but remains a minority practice in Irish M&A.

The market standard for disputes over price adjustments (e.g. completion accounts and leakage disputes) is to provide for a period of negotiation directly between the parties before defaulting to a confidential expert determination process that is binding in the absence of fraud or manifest error.

Ireland serves as the EU headquarters for many Big Tech multinationals and fosters a vibrant ecosystem for smaller tech start-ups. The presence of these operators and increased energy needs of AI is continuing to drive demand for investment in energy infrastructure. The Irish government published its Large Energy User (LEU) Action Plan in January 2026 detailing its strategy to address development barriers impacting LEUs. The plan sets the foundations for renewed investment in data centres co-located with renewable energy supply within new “green energy park” locations across Ireland. We expect this growing demand and clear government policy to fuel further investment and M&A activity in the EMU sector — which was the most active sector by value in Irish M&A in 2025 alongside PMB.

Ireland is seeing an increasing consolidation in its business and financial services sectors; for example, the acquisition by Grant Thornton Advisors LLC and New Mountain Capital of Grant Thornton Ireland’s advisory and tax businesses and significant consolidation in the insurance sector. We consider that the consolidation of other smaller operators is driven, in part, by a desire for scale to fully utilise the opportunities and justify costs of AI adoption. We expect this trend to continue and be replicated across other sectors as the global investment community continues to scrutinise the expanding impacts of AI adoption.

Acquisitions of target companies operating in certain industries (e.g. insurance or reinsurance undertakings, credit institutions and media businesses) are subject to sector-specific regulation which may require additional consents before completing. Under new legislation proposed to be enacted during 2026, the scope of “media business” would be expanded to include online platforms and transfer responsibility for assessing media mergers to the recently formed Coimisiún na Meán, Ireland’s Media Commission.

There is a consensus emerging among EU/Irish policymakers on the need to clamp down on “killer acquisitions” that stunt the emergence of future competitors at an early stage of their development, which often fall below notifiable thresholds under existing competition and FDI regimes. Such transactions are a potential focus for the exercise of “call-in” powers under merger control regimes, widening authorities’ review perimeter.

The EU is considering the introduction of a new private limited liability company-type capable of operating across the EU subject to a harmonised legal framework targeted at European start-ups, scale-ups, and companies with expansion plans (commonly referred to as “EU Inc.” and the “28th Regime”). The objective is to encourage innovative businesses to scale within Europe by facilitating easier access to capital and talent and, if successful, this could provide a major boost to start-up activity across the EU.

The Irish M&A market is vibrant and operates across diverse sectors. As we move through the first quarter of 2026, significant deals are coming to the table and suitable macroeconomic conditions (including moderate inflation and easing interest rates) could see the Irish M&A pipeline accelerate in 2026.