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Asia-Pacific dealmaking fueled by strong activity in Japan and China

Asia-Pacific dealmaking fueled by strong activity in Japan and China

Japan and China were the mainstays of M&A across Asia Pacific in 2025, with regulatory reforms and restructurings in China, and a sustained run of take-privates in Japan, driving a significant proportion of regional deal activity. Here we explore transaction dynamics across key APAC markets.

Asia Pacific: activity down in H2, but up year-on-year

Japan and Greater China are primary drivers of regional M&A activity

Greater China: expected uptick in private capital and strategic investment

Asia Pacific including Japan recorded USD946 billion of deals in the year to December 1, 2025, surpassing 2024’s total deal value of USD687.7bn. The region recorded fewer deals over the same period in 2025 compared to 2024 (14,257 vs. 16,944).

Greater China M&A by value in the year to December 1 was 46% higher than 2024’s total at USD399bn following a series of large-cap transactions, with deal volumes slightly down.

Greater China: policy reforms provide dealmaking boost

Transaction value in the year to December 1 is 46% higher than FY 2024 total

China inbound deal volumes have declined in recent years, driven by a combination of geopolitical tensions and the country’s economic challenges (particularly the collapse of its real estate sector, which hit consumer confidence hard).

Western private capital investment fell as many of the biggest international firms reduced their exposure to the market. Strong returns from U.S. assets in particular, including private credit, made persuading investment committees to allocate capital to Chinese opportunities a difficult task.

However, during H2 2025 there were signs that sentiment was turning. Chinese real estate appears to have nearly hit the bottom, and while asset values are not yet rising the market has gradually stabilized.

At the same time equity valuations in China and Hong Kong are robust, while there are hopes that extensive layoffs in a range of industries will put Chinese businesses on a sounder footing for expansion. These factors, alongside central government policies to boost domestic consumption and wages, have sparked cautious optimism for faster economic growth in 2026 and beyond.

The more positive outlook, combined with lower valuations compared to similar companies in other developed markets, is prompting private capital investors to look again at China opportunities, including in the venture capital and high growth space, which had not been a major feature of the prior inbound market.

Alongside this there is significant interest in special situations/capital solutions deals from many of the world’s largest funds, who are keen to source credit opportunities that sit between equity and debt (we explored how some of these deals are structured in the last edition of M&A Insights).

Multinational corporations (MNCs) are also reassessing their China ambitions having moved past the tariff-induced paralysis that defined the first three quarters of 2025, with some players moving decisively to implement new strategies, including exits.

Here they are taking advantage of strong interest from domestic and regional asset managers in Chinese assets in certain sectors that may now look undervalued, such as consumer. In recent months both Starbucks and Burger King have sold controlling stakes in their Chinese operations to local private capital providers as a way to access investment and market know-how for expansion.

One notable feature of these deals, at least in less sensitive sectors, is an increased participation by large Middle Eastern sovereign wealth investors. These funds are less constrained by geopolitical concerns and more willing (or able) to take a macro-fundamental view on the value of Chinese assets. They are eager to increase their exposure to China as they rebalance their portfolios, partly as a hedge against U.S. policy volatility, pursuing co-investment opportunities with local fund managers in control deals involving PRC businesses.

Another sector that is likely to see increased activity is financial services, with banks, investment funds, and insurers all exploring deals for Chinese financial institutions following central government reforms that open the sector to foreign capital. China’s citizens remain underserved with sophisticated investment products and are subject to cross-border capital controls, which is one of the reasons why its real estate market was so heavily subscribed.

Greater China: increased levels of outbound M&A into ASEAN, India, and Europe

The central government’s “Made in China 2025” strategy has created a cohort of technologically advanced businesses in sectors from electric vehicles to batteries, solar photovoltaics, AI, and pharmaceuticals. However, China’s managed economy approach also creates overcapacity in some sectors that puts pressure on margins.

These companies are increasingly looking to use their efficient domestic platforms to expand internationally, with a particular focus on investments into ASEAN and other countries involved in the Belt and Road Initiative (BRI). Chinese innovators are restructuring their companies into offshore holding entities to raise foreign capital to fund offshore bolt-on acquisitions and joint ventures that can support higher international sales of high-tech products, with components produced in China and finished goods assembled overseas for export. Consumer companies are also exploring JVs in ASEAN and beyond to boost their addressable markets. 

India and Europe meanwhile are attractive destinations for outbound investment, although geopolitical tensions continue to challenge cross-border relationships in strategic industries.

In October, the Dutch government invoked emergency powers to take over Netherlands-based chipmaker Nexperia, a key supplier to the auto industry, following concerns that its Chinese owner Wingtech was moving important technology out of Europe.

The Chinese government responded by imposing export restrictions on Nexperia’s Chinese plant, which is responsible for around 50% of its production. In November, the Netherlands announced it had suspended the seizure; the dispute, which at the time of writing was yet to be resolved, caused a major headache for Europe’s automotive sector.

With that said, foreign governments are increasingly open to Chinese investment in sectors such as green energy, where China’s intellectual property is highly prized. Outbound deals are generally structured as joint ventures, requiring foreign businesses to carefully navigate China’s technology export controls to ensure they can benefit from their partners’ innovations.

In 2025, the Central Committee of the Chinese Communist Party adopted recommendations for the country’s 15th five-year plan, which will be reviewed and approved in March 2026. They include the Guiding Opinions on Further Improving the Comprehensive Overseas Service System, which signals more extensive policy support for domestic businesses to expand internationally.

As well as a source of inbound investment the Middle East has emerged as another active destination for Chinese investors, especially in AI and the energy transition. Middle Eastern governments are seeking to diversify their economies away from oil and gas and balance their reliance on U.S. technology.

Hong Kong equity markets are the most active in the world

Hong Kong’s equity markets are on a strong run, with more capital raised in 2025 than even the NASDAQ and the New York Stock Exchange. Chinese issuers dominate, with domestic investors leveraging regulatory pathways like Stock Connect (which links the Hong Kong exchange with those in Shenzhen and Shanghai) to access dollar-denominated assets, one of the few avenues available to sidestep China’s capital controls.

Foreign capital flows into Hong Kong are on the rise with Chinese listed corporates keenly priced compared to U.S. equivalents on an EBITDA multiple basis. We expect this dynamic to drive more private equity exits in the months to come.

Regulatory reforms underpin domestic Chinese M&A

Mainland Chinese M&A had reached USD335bn by December 1 (47% higher than full year 2024), underpinned by a suite of regulatory measures introduced in late 2024 to support strategic dealmaking and curtail speculative investments.

The reforms included the State Council’s “National Nine” guidelines, which were introduced to strengthen supervision and promote the development of China’s capital markets. Among the guidelines were calls for listed businesses to “focus on their main business and comprehensively use M&A and restructuring … to improve development,” and encouragement for market leaders to pursue consolidation deals, particularly within their supply chains.

With domestic dealmaking in China largely driven by public companies under the supervision of the China Securities Regulatory Commission (CSRC), the CSRC’s “M&A Six,” which followed the National Nine, were equally significant.

The measures are designed, among other things, to channel investment into emerging technologies, promote cross-sector M&A by high-quality listed companies, and simplify deal approval processes for certain transactions.

The overall aim of these and other reforms is to enhance competitiveness and innovation among Chinese SOEs, create national champions that can be internationally competitive, and reduce China’s reliance on foreign technologies.

State influence visible in big-ticket deals

The influence of state policy is visible in a series of recent big-ticket transactions, including AI chipmaker Hygon’s USD16bn mega-merger with supercomputer manufacturer Sugon and the creation of the world’s largest shipmaker via the combination of China State Shipbuilding Corporation and China Shipbuilding Industry Company.

During the past year, major corporate restructurings have also been announced in the automotive sector, while the Beijing government continues to inject funds into state-owned banks (alongside private placements) to ensure they can further support domestic businesses. At the same time, the government has launched significant monetary and fiscal stimulus packages, which include measures to boost share buybacks that have driven Chinese equities higher

China’s biotech sector continues to be a nexus of dealmaking, with companies pursing bolt-on acquisitions, strategic mergers and cross-border transactions. Later-stage biotechs with products in advanced clinical trials or near-commercial assets are seeking exits through sales to foreign buyers or IPOs in Hong Kong as they look for capital to commercialize their therapies. One notable model we are seeing to access foreign investment involves the creation of a NewCo outside China into which pipeline assets are licensed.

Japan: inbound investment reaches 18-year high

Deal activity in year to December 1 was more than double 2024's total

Japan was one of the most active APAC M&A markets in 2025, with take-private transactions and inbound acquisitions both hitting multi-year highs. M&A by value to December 1 rose to USD207.5bn, more than double the total for 2024.

In a period of heightened volatility, Japan’s political stability and legal certainty continue to make it an important destination for investment. While a new Prime Minister, Sanae Takaichi, took office in October, the governing party’s continuity underpins a settled policy environment. The yen’s pronounced depreciation in recent years has also made yen denominated assets, including listed equities, relatively cheaper for foreign acquirers, particularly relative to the elevated valuations of U.S. public companies amid the boom in AI investment. In 2022, Japan’s currency traded at around 110–120 to the dollar and 140–150 to the pound; those rates are now above 150 and 200 respectively.

The weaker yen is the result of several forces, not least the new administration’s pro-growth stance. Markets expect further fiscal support in an effort to boost demand after years of stagnation, with economic expansion set to be prioritized over currency strength in the near term.

At the same time, demographics are exerting structural pressure on Japanese companies: with a shrinking population, management teams are focused on top line growth, which increasingly must be sourced through acquisitions at home or expansion overseas. Japan’s strong inbound and outbound capital flows—particularly with the U.S.—position the market for sustained M&A activity into 2026 and beyond, although the global economic outlook remains unpredictable.

These dynamics—alongside significant corporate governance reforms—drove inbound investment to levels not seen since 2007.

Corporate governance reforms gather momentum

Japan’s revised Corporate Governance Code was introduced in 2022, with the reforms gathering momentum late in 2024 in combination with initiatives launched by the Tokyo Stock Exchange (TSE) and Japanese Ministry of Economy, Trade and Industry (METI).

The TSE program encouraged management teams to implement measures to improve capital efficiency as a route to higher equity valuations, including by unwinding complex cross-shareholding structures. Meanwhile, guidelines from METI urged boards to consider credible takeover bids as a way to enhance shareholder value.

These moves have seen an uptick in carve-outs as companies reshape their portfolios in search of efficiencies, with international private equity investors particularly active in acquiring divested assets as well as pursuing take-privates of listed companies. At the same time, the measures have driven cash-rich Japanese corporates to more actively manage their balance sheets through M&A, with activist investors targeting boards they perceive as failing to put their companies on a sounder footing.

Australia: critical minerals deals and the most talked-about scheme of arrangement in Australian public M&A history

Australia: steady growth heading into 2026

Deal value 28% higher in H2 2025 compared with six months to June

Australian M&A by value to December 1 reached USD70.7bn, slightly down on the full year total for 2024. However, deal value was 28% higher in H2 2025 compared with H1 and showed a significant upswing in Q4 versus Q3 (+27%).

The signing of the U.S./Australia critical minerals framework is expected to drive dealmaking in the Australian mining and metals sector in the year ahead. The framework sets the intention of the parties to use “economic policy tools and coordinated investment to accelerate development of diversified, liquid, fair markets for critical minerals and rare earths” in support of both countries’ technology and defense industries.

The framework is driven by the geopolitical rivalry between the U.S. and China. According to the International Energy Agency, China holds an average market share of 70% for 19 of the 20 most strategic critical minerals, and it has an arguably unrivalled position when it comes to separation and refining capabilities.

With relations between Washington and Beijing volatile, the U.S. is turning to its allies to build more resilient and secure critical minerals and rare earths supply chains, from extraction through to processing.

We anticipate increased deal flows in the space in Australia, with the framework setting the stage for government and private sector support to provide at least USD1bn in projects located in both countries.

We also expect a smooth Australian foreign investment approval process for any U.S. parties investing into critical minerals in Australia to facilitate the framework.

The most talked-about scheme of arrangement in Australia

This is in contrast to the recent experience of U.S.-based, PE-owned pharmaceuticals group Cosette Pharmaceuticals, whose proposed scheme of arrangement to acquire Mayne Pharma Group ultimately failed because the transaction was blocked on national interest grounds under Australia’s foreign investment regime. In this unique scenario, this facilitated an “out” for Cosette in circumstances where its attempt to terminate the transaction on other grounds had failed.

The Australian Treasurer blocking a proposed acquisition, especially by a U.S. buyer, is in itself a relatively unusual event. However, it is the circumstances leading up to the treasurer’s decision that highlight a potential new dimension of deal execution risk.

The deal valued Mayne at AUD7.40 per share—an enterprise value of AUD672 million—and among other conditions, was subject to a no material adverse change (MAC) condition precedent (CP) as well as an Australian foreign investment approval CP.

When Mayne announced a profit downgrade two months after signing, Cosette claimed a MAC in an attempt to pull out based on this ground and potential U.S. regulatory issues facing Mayne. Mayne disputed that a MAC had occurred, and the parties ultimately took the dispute to the New South Wales Supreme Court.

The court ruled in Mayne's favor, finding that the facts did not constitute a MAC on the terms of the scheme implementation deed, and that Cosette had affirmed the contract by its actions.

Transaction blocked after PE buyer threatens factory closure

Cosette then pursued a different tactic, stating the intention that if the deal went through it would have to shutter a factory in South Australia that employed 200 people, a politically sensitive move in a South Australian election year. This was despite the potential closure not having been in the scheme of arrangement booklet presented to Mayne’s shareholders.

Using the agility of the Australian Takeovers Panel to full effect, Mayne then took the matter to the Panel. The Panel granted orders that Cosette would be required to accept any conditions reasonably required by the Australian Treasurer as a condition of any foreign investment approval granted, provided those conditions were not inconsistent with Cosette's intention for the business as disclosed to Mayne's shareholders in the scheme booklet. Specifically, the Panel contemplated that such conditions may include reasonably restraining the closure of the South Australia facility.

The Panel's rationale for making the orders included that Cosette's change of intention in relation to the Adelaide site meant that the market for control of Mayne was contrary to an efficient competitive and informed market.

In a final plot twist, the Australian Treasurer blocked the deal outright based on national interest concerns, including the security of Australia’s critical medical supply chains, local jobs, and the local community. This allowed Cosette to exit the deal for non-satisfaction of the foreign investment CP.

The transaction highlights a potential new dimension of deal execution risk: the possibility that bidders might leverage foreign investment approval processes to withdraw from transactions. This is a strategy that could have implications for M&A far beyond Australia’s shores. In Australia, we expect to see target companies on high-value M&A transactions seeking contractual protections to ward off this risk, for example reverse break fees if the bidder changes its publicly stated intentions as regards the future operations of the target business.

India: long-term trends feed into significant pick-up in deal activity

M&A by value in India in Q4 to December 1 (USD60bn) was consistent with H1 2025 (USD61bn). Activity across the year was strong relative to the recent past, with higher transaction value in H1 and H2 2025 than any half-year period since 2022.

Global financial sponsors and infrastructure funds continue to invest heavily across sectors, with private equity activity having picked up significantly in 2025 after a brief downturn. Strategic acquisitions and joint ventures have also gathered pace, with energy, healthcare, financial services and consumer standing out. As in other major markets, India is also seeing a substantial amount of capital allocated towards the build-out of AI capacity.  

Buoyant capital markets have injected further confidence into investors’ calculus regarding exits down the road. While it has spurred deal activity on the whole, a (hyper)active IPO pipeline has dampened M&A in certain sectors such as technology, even in cases where there is a strong case for consolidation. Looking ahead, this is likely to manifest in higher levels of public company M&A.  

While Indian conglomerates have strong balance sheets and access to capital, their priorities for deploying their financial resources continue to evolve. The cycle of spinning non-core or mature assets to private capital will speed up with time. 

Meanwhile, Indian corporate groups have stepped up their international investments and partnerships in their quest to gain technology and move up the value chain. Recent geopolitical turbulence (e.g., tariffs) is also prompting them to look again at resilience and diversification in their global manufacturing footprint for exports. 

A trade agreement with the U.S. is yet to be sealed but might materialize in the first half of 2026 (even if only to lower tariffs). Elsewhere the Indian government has been engaging with other trading counterparties to secure long-term, mutually beneficial deals, including the UK, Scandinavia and Australia. Progress is also being made towards similar agreements with Europe, Canada and the UAE; over the long term, this geopolitical alignment will accelerate India’s development as a manufacturing partner for advanced goods.

On the services side, “Global Capability Centers” (or GCCs) continue to sprout in cities including Bangalore, Hyderabad and Chennai, and are developing into hubs for advanced R&D and engineering given the robust protection for intellectual property in India.

In short, deepening international integration, a maturing domestic industrial base and a large pool of skilled talent create the conditions for strong M&A growth in the years to come.

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