Report on Mergers and Acquisitions in 2025
In a comprehensive review of the M&A market and outlook, WilmerHale's M&A Report delves into the trends that shaped the landscape during the Trump Administration. The report, which provides a breakdown by geographies and industry sectors, offers valuable insights into the M&A market, antitrust enforcement, CFIUS, and deal terms in VC-backed company M&A transactions.
M&A Market Trends
The report reveals a significant volume of M&A transactions with a high aggregate value, indicating continued robust dealmaking activity despite regulatory headwinds. Deal structures and valuation terms in VC-backed company acquisitions are increasingly influenced by heightened regulatory scrutiny and geopolitical considerations.
Antitrust Enforcement
The Trump Administration took a more aggressive stance on antitrust enforcement, particularly in the tech sector. The Department of Justice (DOJ) and Federal Trade Commission (FTC) exhibited increased scrutiny on potential anticompetitive effects, often requiring adjustments or remedies in transactions.
CFIUS Review
CFIUS reviews became more stringent under the Trump Administration, particularly for transactions involving sensitive technologies or foreign investments perceived as national security risks. The expansion of CFIUS jurisdiction led to more deals being reviewed, sometimes introducing longer timelines or additional conditions on transactions.
VC-backed Company M&A Deal Terms
Deal terms in VC-backed company M&A increasingly reflect protections against regulatory risks. Buyers and sellers negotiate warranties and indemnities linked to antitrust and CFIUS clearance. There is greater emphasis on closing conditions related to regulatory approvals and on indemnification provisions to manage uncertainties associated with heightened governmental reviews.
While the specific details of the WilmerHale M&A Report remain proprietary, the report reviews trends in VC-backed company M&A deal terms, common takeover defenses, and factors in conducting "dual track" M&A and IPO processes. The report also examines potential scenarios for antitrust and CFIUS under the Trump Administration, common purchase price adjustments in financial services transactions, and the challenges associated with pursuing pre-IPO acquisitions.
For those interested in staying updated on M&A, subscribing to WilmerHale's M&A blog is available. The full reports, including the M&A Report and the IPO Report, are available for reading. Subscribing to the mailing lists is also available for staying updated on M&A.
- Venture capital firms might consider the increased regulatory scrutiny on antitrust and CFIUS during negotiations, as deal terms in VC-backed company M&A transactions now often include warranties and indemnities linked to those clearances.
- Despite the regulatory headwinds, the M&A market has seen a substantial number of transactions with high aggregate values, with their structures and valuations influenced by antitrust enforcement, geopolitical considerations, and stricter CFIUS reviews in VC-backed company M&A transactions.
