By the final week of May, Europe’s deal market had taken on a sharper edge. Buyers were testing the gap between listed valuations and strategic control, while boards were drawing firmer lines around scarcity, regulatory risk, and the price of surrendering independence.
The strongest activity remained concentrated at the top end. S&P Global Market Intelligence data for the first quarter showed European M&A deal value falling 8% year-on-year to $141.5 billion, even as deal volume dropped 34% to 2,317 transactions. ION Analytics, using Mergermarket data, described an EMEA market in which transaction volume fell 16% to 4,310 announcements, while aggregate value rose 28% to €360.2 billion.
That split shaped May’s deal flow. Fewer transactions were carrying more value, and the largest stories were not straightforward celebrations of renewed confidence. They were contests over ownership: who should control rights portfolios, industrial platforms, public-listed assets, specialist healthcare businesses, and delivery networks at a point when capital remains available but scrutiny has hardened.
The UK offered the most visible pressure point. UK-targeted M&A had reached $192 billion by mid-May, more than triple the level at the same point in 2025 and close to the $194 billion recorded across the whole of last year. Foreign takeovers accounted for 86% of UK-targeted M&A by value, with U.S. bidders responsible for more than half of foreign bids.
Beyond London, the same pressure ran through Dutch music rights, Dutch industrial coatings, Italian pharma, and German delivery platforms. Strategic buyers and private capital were active where they could see assets that were hard to replicate. Target boards were more selective, especially where the proposal depended on contested valuation, shareholder alignment, or a difficult regulatory route.
Music rights meet shareholder pressure —
The largest European M&A story of May was a rejected proposal rather than a signed transaction. Universal Music Group said on May 29 that its board had unanimously rejected an unsolicited, non-binding proposal from Pershing Square Capital Management. The cash-and-stock proposal was valued at €55.75 billion, or about $65.03 billion, based on €30.40 per share.
UMG said the proposal materially undervalued the company and was not in the interests of shareholders, artists, songwriters, employees, or other stakeholders. Pershing Square had first made its approach in April, but the board’s May rejection turned the situation into a public test of governance, listing strategy, and valuation discipline around one of Europe’s most important rights-heavy media groups.
The commercial backdrop is changing quickly. Music catalogues, streaming revenues, artificial intelligence, and global licensing relationships have pushed music rights deeper into the capital markets conversation, while the valuation gap between European and U.S.-listed entertainment and technology assets remains a recurring investor concern. Pershing Square’s proposal appeared to rest partly on the idea that a different listing structure, including a shift towards New York, could unlock a higher market rating.
UMG’s board chose a different calculation. A near-term premium was not enough to alter control of a business whose assets sit across recorded music, publishing, and global artist relationships. May’s rejection showed how strategic scarcity can attract pressure without making a target available, particularly when the board believes public markets are not reflecting the full value of the underlying business.
Coatings consolidation runs into resistance —
Industrial M&A produced one of May’s sharpest strategic contests. AkzoNobel rejected a €12.5 billion cash takeover offer from Nippon Paint and Sherwin-Williams on May 27. The €73-per-share proposal represented a 39% premium to AkzoNobel’s previous close, but the Dutch group said the offer undervalued the business and lacked certainty around regulatory approvals.
The proposed structure would have split AkzoNobel between the two bidders. Nippon Paint would have acquired the group and retained its decorative paints and industrial coatings operations, while Sherwin-Williams would have taken automotive, marine, protective, specialty, and powder coatings businesses. Sherwin-Williams and Nippon Paint said the proposal contained no financing condition and did not require shareholder approval from either bidder.
AkzoNobel’s preferred path remains its planned merger with Axalta, a transaction expected to create a combined coatings group with an enterprise value of about $25 billion and $600 million in annual cost savings. The rejected approach therefore placed two strategic routes against each other: a cash break-up proposal from two global rivals, and an agreed merger designed to create a larger coatings platform.
European industrial boards are no longer assessing premiums in isolation. Regulatory deliverability, execution risk, takeover protections, and the credibility of the existing strategic plan are all shaping the response. AkzoNobel had more room to resist because it already had an alternative transaction on the table. That made the May rejection a test of confidence in management’s chosen route, rather than a simple argument over price.
UK testing asset draws private capital —
Private equity’s appetite for UK-listed assets was visible in Intertek. The product testing and assurance group said it was ready to recommend a £9.4 billion, or $12.7 billion, takeover proposal from Swedish private equity group EQT, after previously rejecting three approaches on valuation and execution risk grounds.
The fourth proposal valued Intertek at £60 per share in cash and included the ability for shareholders to receive and retain the 2025 final dividend of up to 107.7p per share. Intertek said the board remained confident in the company’s standalone strategy, but considered the financial terms recommendable if a firm offer were announced on those terms, subject to due diligence and definitive documentation.
The proposal put a number on a wider UK valuation problem. Listed companies with resilient earnings, global operations, and specialist capabilities remain vulnerable when public-market ratings lag the value that private capital or overseas buyers place on control. Intertek had already been exploring a strategic review, including options for its energy and infrastructure division, but EQT’s raised proposal moved the debate from portfolio reshaping to whole-company ownership.
Strategic reviews carry more weight when they are credible before a bidder arrives. Once a cash proposal has been increased repeatedly and shareholders begin to test the board’s position, confidence in the standalone plan has to be matched by a route to value that investors can measure. Intertek’s May update showed how quickly a review of business mix can become a contest over whether the public market remains the right owner.
Italian pharma moves towards private control —
Healthcare gave May a major continental European take-private story. CVC Capital Partners and Belgian investment group Groupe Bruxelles Lambert launched a €10.7 billion cash offer for Recordati, aiming to take the Italian drugmaker private. CVC already controlled a vehicle holding about 46.8% of Recordati, and the wider consortium includes Abu Dhabi Investment Authority, Canada Pension Plan Investment Board, and Andrea Recordati.
The cash voluntary tender offer was set at €51.29 per share ex-dividend. The consortium is seeking at least 66.67% of voting rights, giving it control over shareholder meetings requiring a qualified majority. If acceptances fall short of the 90% threshold required for a direct delisting, the bidders may still pursue a merger route.
Recordati’s structure gives the deal its significance. The company operates across primary care, consumer health, rare diseases, and pharmaceutical manufacturing, with an established shareholder base and a profile that suits long-horizon capital. The offer is not only a route to ownership; it is a route to governance control over a platform that can continue to expand through product development, manufacturing discipline, and acquisition-led growth.
Italian pharma has already seen increased activity this year, including transactions involving Angelini and Chiesi. Scale is becoming more important in a sector where specialist portfolios, manufacturing capability, and international distribution can change the economics of smaller assets. Recordati’s bid fits that pattern, with private capital seeking control of a business whose value may be easier to develop away from public-market pressure.
Delivery platforms face strategic pressure —
Technology and consumer platforms supplied May’s most fluid control situation. Delivery Hero confirmed on May 23 that it had received a takeover offer from Uber valuing the German food delivery group at €33 per share. The offer followed Delivery Hero’s confirmation that Uber had increased its holding to 19.5% of issued capital, with a further 5.6% in options.
The situation moved quickly through the month. Uber later raised its exposure to nearly 37% through common shares and derivative instruments, after buying a stake from Aspex Management. A separate report said Uber’s board had discussed raising its offer after a major shareholder rebuffed a bid that would value Delivery Hero at more than €11.5 billion.
Delivery Hero brings scale, but also complexity. Its operations span multiple regions, its markets remain highly competitive, and food delivery economics depend on local density, customer frequency, rider costs, commission structures, and regulatory tolerance. A global buyer would not be buying a clean single-market platform. It would be trying to strengthen a delivery network across a fragmented landscape where consolidation has become harder to execute but more valuable where it succeeds.
The strategic logic is no longer built around early-stage land grabs. Food delivery, quick commerce, payments, advertising, and local logistics now overlap more tightly, making route density and customer data central to platform value. Uber’s position in Delivery Hero showed how strategic buyers can build pressure through equity exposure before a full agreement is reached, particularly when investors are already pushing for a clearer route to value.
Capital concentrates around control —
Across May’s largest stories, conviction was selective rather than broad. Buyers moved where they could argue for scarce assets, public-market mispricing, or operational platforms with strategic reach. Target boards pushed back where offers did not meet their view of long-term value, where regulatory clearance looked difficult, or where an alternative plan already existed.
A continuing transaction from earlier in the year reinforced the same pattern. The €7.8 billion offer for InPost, first announced in February, moved into its formal offer period on May 26 and is due to run to July 27 unless extended. The bid, backed by FedEx, Advent International, A&R, and PPF, requires 80% of shares to be tendered. Even with board backing, the shareholder threshold leaves the transaction dependent on broad acceptance.
Other May activity carried the same operating logic in smaller form. Tate & Lyle disclosed discussions with Ingredion over a possible £2.74 billion takeover, while CVC agreed to buy International Flavors & Fragrances’ food ingredients business for $4.3 billion. Carve-outs, ingredients, networks, and specialist platforms attracted capital where buyers could point to cash-flow durability and consolidation potential.
The month’s strongest approaches were aimed at control rather than passive exposure. Music rights, coatings portfolios, testing infrastructure, pharma platforms, and delivery networks all have characteristics that are difficult to replicate quickly. Scarcity gave buyers a reason to act, but it also gave boards a reason to defend value more firmly.
Europe’s listed markets remain exposed where public valuations sit below the strategic value of the underlying assets. The UK has become the clearest example because foreign bids have driven a striking increase in deal value, but May showed the same pressure across the continent. Dutch, Italian, and German companies all featured in situations where control, listing status, and ownership structure sat at the centre of the transaction debate.
Bottom line —
May’s European M&A market combined big-ticket ambition with harder negotiation. Buyers were willing to pursue assets with scarce rights, defensible operating positions, and platform economics, but targets were more prepared to reject or test proposals when valuation, governance, shareholder alignment, or regulatory clearance remained unresolved.
Each transaction had to stand on its own industrial and financial logic. The strongest approaches linked price to control, operating advantage, and a credible path through execution. The most contested situations exposed gaps between what buyers were prepared to pay, what boards believed they could deliver independently, and what shareholders were willing to accept.
Europe has no shortage of assets capable of attracting global capital. Straightforward transactions are harder to find. Public-company discounts, private-equity dry powder, strategic consolidation, and cross-border scrutiny are now colliding in the same boardrooms, leaving the most exposed companies to defend not only their valuations, but the ownership structures behind them.
Four takeaways —
- Public-market undervaluation is now feeding transaction activity, making valuation defence a standing boardroom responsibility rather than a response to an approach.
- Premiums carry less force when regulatory clearance, shareholder thresholds, execution risk, or competing strategic plans remain unresolved.
- Assets built around rights ownership, testing networks, pharma platforms, logistics infrastructure, and delivery ecosystems continue to attract the strongest buyer conviction.
- Shareholder engagement now sits inside deal preparation, because investor pressure can quickly turn strategic review into a control process.
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