UK Public M&A: The Month in a Minute (August 2026)
Client Alert | September 17, 2026
Big warehouse sale (everything must seGrO). Special Bank Holiday deal bonanza – offers galore. Finance options available. Two bidders for the price of one on most offers!
KEY TAKEAWAYS
- The £14.3 billion offer for SEGRO by Prologis was the largest Code deal since Takeda’s £46 billion bid for Shire and Comcast Corporation’s £30.6 billion offer for Sky within weeks of each other back in 2018.
- Offers for Bodycote, Gamma Communications and Capricorn Energy all announced on 1 September immediately following the long weekend.
- Competitive tension between P2P bidders for multiple targets: easyJet (Apollo/Castlelake), Bodycote (Veritas/CVC) and Gamma Communications (Epiris/Waterland).
| 5
(+67% vs. August 2025 firm offers) Firm Offers Announced |
36.93%
(-1.27% vs. 2025 average) Avg. Bid Premium |
| £20.88B
(+£11.85B vs. July 2026) Total Deal Value |
£582.88M
(+£274.58M vs. July 2026) Median Deal Size |
| SEGRO plc | Deal Size: £14.3B |
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Bidders: Prologis, Inc. NYSE-listed Prologis, Inc. delivered the opening transaction of the August summer sales with a recommended “best and final” £14.3 billion share offer (with a partial cash alternative) announced on 4 August for FTSE 100 distribution and data centre owner and developer, SEGRO plc. |
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| Harworth Group plc | Deal Size: £582M |
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Bidders: Peel Holdings Group Limited No polite queuing or enquiring about the price at industrial site regenerator Harworth Group plc with substantial shareholder (29.9%) Peel Holdings Group Limited getting its elbows out and announcing a £582 million hostile cash bid on 6 August. |
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| easyJet plc | Deal Size: £5.7B |
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Bidders: Apollo If the ultimate purchase is a private jet, then how does your own airline rank? Apollo winning a tug of war with Castlelake for (at the time FTSE 250, now FTSE 100) easyJet plc. Apollo announcing a recommended £5.7 billion cash offer (with unlisted share alternative) on 6 August. |
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| Pinewood Technologies Group plc | Deal Size: £545M |
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Bidders: Ridgeview Partners Any fears car dealership software provider Pinewood Technologies Group plc may have too many miles on the clock and be left on the forecourt after Apax decided against making an offer in February were sent packing. Ridgeview Partners announcing a recommended £545 million cash offer on 19 August (backed by notable equity commitments from BC Partners, Bain Capital, Arcmont and Vista). |
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AUGUST AT A GLANCE
Offers Announced: Firm offers ease to 5 in August 2026, but two-thirds ahead of August 2025 and with four more landing on 1 September.
As at 01 September 2026.
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Offers by Sector (YTD): SEGRO, Harworth and easyJet lift real estate to 4 and put travel and leisure on the board, with financial and oil, gas and chemicals still tied at the top.
As at 01 September 2026.
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Bid Premia As at 01 September 2026. |
Financial Advisor Fees (% deal value) As at 01 September 2026. |
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Public M&A
WHAT’S HAPPENED: AUGUST 2026
Norwegian shopping spree
It is one of life’s truisms that you go into a shop to buy one thing and somehow walk out with something else. It just isn’t normally an oil company.
At the start of the month (7 August), Norwegian oil and gas operator DNO ASA made an indicative approach to Genel Energy plc. By the end of August, that approach had been timed out under the PUSU regime (DNO walking away on 4 September) with the Genel board not up for any haggling on price. In between times, DNO announced (on 1 September) a surprise recommended £292 million cash offer for Capricorn Energy plc. Surprise, because not only was Capricorn at the time subject to a recommended cash offer (£271 million) from none other than Genel Energy, but the Capricorn shareholder meetings had been held on 18 August and had already approved the scheme of arrangement with Genel Energy.
So not wholly dissimilar to the battle for Trinity Exploration & Production plc almost exactly two years ago. There, Lease Operators Limited announced an offer for Trinity on 2 August 2024 after Trinity’s scheme of arrangement with Touchstone Exploration plc had been approved by shareholders over a month earlier. One notable difference is that Touchstone held irrevocable undertakings in respect of 37% of Trinity shares, sufficient to block the proposed scheme of arrangement with Lease Operators. Those undertakings were on terms that they fell away if a competing superior offer was announced before the shareholder meetings, not after. Touchstone held the relevant shareholders to those undertakings, meaning that Lease Operators and Trinity had to wait a considerable time until the Touchstone offer lapsed and the undertakings then fell away, before publishing the scheme document and proceeding.
Genel Energy also held irrevocables (39%) capable of blocking a rival scheme. The important difference being that those undertakings were on terms that they fell away if a competing offer was made at any time (not solely prior to the shareholder meetings) which was an improvement of at least 6.5% on Genel’s offer. As a result, those undertakings lapsed immediately on the announcement of DNO’s offer for Capricorn.
One can see why DNO’s move on Capricorn may not have generated too much goodwill with the Genel Energy board. If it had a parallel aim of trying to force Genel to talk, then it may not have worked for now, but time heals most shopping disappointments.
Competitive tension – PvP for P2Ps
It is notable that a number of recent potential offer situations have sparked interest from more than one PE bidder. A trend perhaps more apparent since the shoot-out between Permira and Warburg Pincus for JTC plc at the end of last year.
This is understandable where the target runs a private sale process, such as Gamma Communications plc, with Epiris LLP announcing a recommended £1.015 billion cash offer on 1 September after Gamma had been in discussions with Oakley Capital (among others), and with rival bidder Waterland still to make its intentions known. And earlier in the year, when Senior plc received indicative offers from Advent and Arcline in addition to those from the Blackstone/Tinicum, Inc. consortium, which ultimately announced a winning recommended £1.28 billion cash bid.
Alternatively, any publicly outed initial interest may be seen as putting the target “in play”. For example, Apollo’s unsuccessful discussions with Bodycote plc in May preceding the announcement at the start of August of indicative approaches from both Veritas and CVC; Veritas going on to announce a recommended £1.64 billion cash offer on 1 September (the same day as Epiris’s offer for Gamma); and Apollo then switching roles from trail blazer to finisher, announcing a recommended £5.7 billion cash offer for easyJet plc on 6 August after easyJet had been on the verge of agreeing a deal with Castlelake.
It is perhaps wrong to call it a “seller’s market”, but it is certainly a hot one!
The Gibson Dunn team is proud to be assisting Veritas on its offer for Bodycote plc.
Tipping point
The SEGRO plc board was unequivocal in its robust rejection of the all-share £12.6 billion initial approach from Prologis, Inc. received on 16 June (with an implied value of 925 pence per share).
What is it then that tips someone who has potentially never even thought of selling, to shaking hands on a deal 10 weeks later? In doing so, SEGRO becomes the sixth FTSE 100 issuer to follow this path in 2026 (if you include easyJet in with Schroders, Beazley, Intertek and DCC) and there are common themes.
Does the price offered by the cheeky chappy buyer finally reach the number you had written on a folded-up piece of paper? Prologis got at least some engagement when its proposals reached £13.5 billion (with an implied value of 993 pence per share and including a 20% partial cash alternative). However, it had to go to £14.3 billion (including a final dividend), with an implied value of 998 pence per share, and a 25% partial cash alternative to get across the line.
Is it that someone else whispers in your ear that you should take the deal? Which in large merger combinations (rather than P2Ps) can have the complication of the person doing the whispering having a foot (or a not insignificant shareholding) in both camps. Prologis certainly tried to start, and then amplify, those whispers by announcing details of the approaches it had made and publishing investor presentations.
Or is the tipping point a well-timed “best and final” declaration? The equivalent of putting your coat on and starting to walk to the door? Certainly that will have made any whispers, advice or briefings to accept seem almost deafening to anyone on the SEGRO side.
Would it have made any difference if SEGRO had been successful in its £550 million bid for Tritax EuroBox plc in 2024? One suspects not. Prologis has a market cap in excess of US$130 billion. Assuming SEGRO shareholders take up the partial cash alternative in full, they will ultimately only hold just under 9% of the combined group. As is being proven by Intertek, SEGRO and others, becoming too big to swallow is not easy.
LOOKING AHEAD
Not for sale – offers not welcome
Family-owned infrastructure and real estate investor, Peel Holdings Group Limited’s £582 million cash offer for Harworth Group plc on 6 August was the fifth “hostile” takeover announced this year. That is already more than in any of the last 10 years. As with each of the other hostile bidders, Peel is an existing substantial shareholder (the largest shareholder with 29.9%) and knows the target business and its assets well.
Unlike certain of the other transactions (eg Brave Bison Group plc’s bid for System1 Group plc), where there have at least been some discussions and seemingly potentially some acknowledgement of possible merits of the combination but a difference of opinion on price, Peel’s bid follows another common theme: that of the substantial shareholder who sees the target’s stock market listing as not adding value (in fact more value destructive) and feels the assets would be better in private ownership but has no other viable liquidity opportunities. While the flow of FTSE 100 targets takes the headlines as regards the future of the London stock market, perhaps it is sentiments like these that should be just as concerning.
To date, the various hostile bids have generally struggled to gain support from other shareholders. It remains to be seen if Peel has more success. It potentially has fewer to persuade as Harworth’s three largest shareholders (including Peel) hold over 75% of the shares and it is a 50% +1 offer.
P2P FINANCING
The financing markets barely paused for breath during the European summer “break”, with bidders benefiting from continuing downward pressure on pricing and flexible financing terms. Whilst the market has seen some bifurcation, with top-tier industrial credits in vogue and software or software-adjacent businesses still viewed by lenders with caution, liquidity continues to exceed deal supply across all debt markets. Recent bids have demonstrated how competition for deals between the US and Europe, between bond and loan markets and between private credit and syndicated lending continues to create a borrower-friendly environment for target companies with a decent credit story.
One good demonstration of lender appetite is the £960 million Term Loan B raised by Veritas (advised by Gibson Dunn) to back its recommended cash offer for Bodycote plc, a provider of heat treatment and specialist thermal processes. There is no sterling term tranche, with the term loan being available for drawing in euros and dollars. This reflects the attractive pricing available in the deeper euro and dollar loan markets, which for many sterling borrowers is sufficient to justify the associated FX costs. A £200 million multi-currency revolver sits alongside the term loan and the facilities were arranged by a four-bank group comprising Bank of America, Deutsche, UBS and Citibank.
Bids across the deal-size spectrum have taken advantage of cheap, flexible financing. Apollo turned to the bond markets for its easyJet bid, entering into a £3.5 billion bridge-to-bond facility alongside a £1.3 billion revolver whilst Prologis was able to draw upon a £3.575 billion New York law loan facility with investment-grade covenants in support of its jumbo £14.3 billion offer for SEGRO plc. The unitranche market has proved equally receptive to bidders in search of funds: Epiris obtained a £700 million commitment from Ares in connection with its offer for Gamma Communications plc whilst, in the mid-market, Arcmont and Vista backed Ridgeview’s offer for Pinewood Technologies plc with a £75 million sterling term loan alongside a US$100 million dollar tranche. Pinewood’s business is the provision of software to car dealerships and the deal indicates that despite the recent re-examination of software businesses, private credit funds who are able to carry out deeper due diligence and put together more bespoke covenant packages than the broadly distributed debt markets can still prove to be a useful source of funding.
That the debt markets continue to move in a borrower-friendly direction on both pricing and terms, notwithstanding the backdrop of geopolitical uncertainty, is surely a key driver for the growing competition that we are seeing between bidders for public companies.
Equity Capital Markets
It was a quieter month in August for the UK equity capital markets. However, there was an important regulatory change for UK IPO processes that came into effect.
FCA scraps the unconnected analyst requirements for UK IPOs
On 5 August 2026, the FCA published PS26/16 and made the Changes to Information Flows for UK Equity IPOs Instrument 2026 (FCA 2026/53), effective immediately. It unwinds most of the prior regime under COBS 11A:
- Access. COBS 11A.1.4BR–11A.1.4ER are deleted. Syndicate banks need no longer offer a range of unconnected analysts a joint briefing with syndicate analysts or separate access to identical information.
- Timing. The one-day/seven-day waiting period in COBS 11A.1.4FR is removed. Connected research published by syndicate analysts may be published as soon as the approved prospectus or registration document is published.
Connected research still cannot precede that publication, and the COBS 12 position on pre-mandate analyst/issuer contact is unchanged – however, possible future reform of those positions may also be on the horizon.
What this means for an IPO. The seven-day gap that had become the default between the registration document and connected research will no longer apply. This shortens the public phase and should reduce execution risk. Unconnected analysts can still be given access, but that is now a commercial decision and is unlikely to be pursued on many IPOs.
ABOUT THE UK PUBLIC M&A TEAM
Gibson Dunn’s London Public M&A team advises bidders, targets and financial advisers on UK takeover transactions. We publish this monthly tracker to share what we’re seeing in the market. If you’d like to discuss any of the trends covered here, we’d be glad to hear from you.
Key Contacts:
| Will McDonald Partner, London |
Chris Haynes Partner, London |
David Irvine Partner, London |
Kavita Davis Partner, London |
| James Addison Of Counsel, London |
Thomas Barker Of Counsel, London |
Lauren Richardson Associate, London |
Pete Usher Associate, London |
| Joe Newitt Senior Counsel, London |
Lindsay Edkins Senior Counsel, London |
Libby Sycamore Associate, London |
George Holman Associate, London |
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