GLI - Mergers & Acquisitions 2026

Overview Statutory and regulatory M&A framework in Switzerland

Private M&A

The regulatory environment in Switzerland to date continues to be investor-friendly for the following three main reasons: (i) limited investment restrictions (a notable exception being the Federal Law on Acquisition of Real Estate (the so-called Lex Koller), as well as the Investment Screening Act, which was adopted in late 2025; see below); (ii) vast flexibility of the parties in the asset or share purchase agreement (e.g., with regard to representations and warranties, indemnities, disclosure concept, cap, etc.); and (iii) low bureaucracy.

Private M&A transactions are generally not extensively regulated as there is no specific act regulating the acquisition of privately held companies. The main legal source is the Swiss Code of Obligations (CO), which provides quite a liberal framework for transactions.

The process of private M&A transactions differs substantially depending, inter alia, on the parties involved and the envisaged form of transaction. In light of the current market environment, which is characterised by a two-speed dynamic, with competitive, seller-friendly conditions for high-quality assets on the one hand, and a more balanced negotiating environment in the mid-market on the other, structured transactions and corporate auctions along the lines described below continue to be market practice in Switzerland.

In the first stage, the seller and its advisers prepare the sale documentation and marketing materials. This is followed by a marketing phase in which the seller’s financial adviser, or less often the target’s executive management, initiates first contact with potential bidders. The latter are then required to execute a non-disclosure agreement to receive further information in the form of an information memorandum. Based on this, bidders may decide to make a non-binding offer, which is followed by the due diligence phase for selected bidders. In this stage of the process, in addition to data room review, usually management presentations take place and expert sessions are set up. Seller’s and bidders’ counsel will regularly also have a first exchange on the sell-side draft transaction documents. After binding offers are submitted and the seller enters negotiations with the chosen bidder or bidders, the parties proceed to the signing of the transaction agreements.

Despite generally limited conditionality in Swiss transaction agreements in the recent sellers’ market, there is usually a certain lapse of time between signing and closing to account for the necessary governmental approvals and pre-closing covenants. During this phase, the parties typically must fulfil certain obligations and follow contractually agreed rules of conduct. The technicalities of the closing itself vary depending on the form of transaction and the business of the target. For the post-closing phase, the parties may agree on certain restrictive covenants (non-competition and non-solicitation) of the seller and covenants (such as continuation of the business, direct and indirect partial liquidation tax covenants combined with a respective indemnity in case of a private individual seller) of the buyer.

Public M&A

The legal framework for public M&A transactions is significantly more regulated than for private M&A. Public takeovers by way of cash or exchange offers (or a combination thereof) are governed by the Financial Market Infrastructure Act (FMIA). The provisions of the FMIA are set out in more detail in two ordinances, the Financial Market Infrastructure Ordinance (FMIO) and the Financial Market Infrastructure Ordinance by the Financial Market Supervisory Authority (FMIO-FINMA). The Takeover Ordinance (TOO) sets out detailed rules on public takeover offers, including the boards’ and qualified shareholders’ obligations. Within this framework, the SIX Swiss Exchange is responsible for issuing regulations regarding the admission of securities to listing as well as the continued fulfilment of the listing requirements. In addition, certain agreements that may be entered into in connection with a public M&A transaction, such as block trade agreements, tender undertakings or shareholders’ agreements, are governed by the CO. Apart from the specific Swiss public takeover rules, a few other laws apply in the context of public M&A transactions, including the Swiss Federal Merger Act, the Federal Antitrust Act and the Financial Services Act (FinSA). The latter primarily addresses the financial services industry and has, in particular, become relevant in the context of certain M&A transactions, as it sets out rules regarding the duty to publish an issuance prospectus in the case of a public offering of securities. It specifies the required content of prospectuses, bringing the requirements in line with international standards and those already applied by the SIX Swiss Exchange for listing prospectuses and replacing the outdated rules of the CO, which only required very limited disclosure. If, in the context of a public tender offer, securities are offered as consideration, this constitutes a public offering under the FinSA and generally requires the offeror to publish a FinSA-compliant prospectus.

The Swiss takeover rules only apply if either the target is domiciled in Switzerland and its shares are fully or partly listed on a Swiss stock exchange (e.g., SIX Swiss Exchange or BX Swiss) or the target is domiciled outside of Switzerland, but the main listing of all or part of its shares is on a Swiss stock exchange (the Swiss Takeover Board (TOB) may waive the applicability of the Swiss regime if the takeover rules of the country of domicile also apply, provided that such rules are not in conflict with the Swiss regime and provide for equivalent shareholder protection). In principle, the Swiss takeover rules do not apply to companies whose shares are exclusively listed on a stock exchange outside of Switzerland or not listed on a stock exchange. However, the TOB has held that the Swiss takeover rules also apply to a company not listed on a stock exchange if, shortly prior to the transaction, either the shares were delisted to prevent the applicability of the takeover rules, or the target was demerged from a listed company. The Swiss takeover rules apply to both Swiss and non-Swiss bidders, irrespective of whether they are listed. The TOB is responsible for ensuring the compliance of market participants with the Swiss takeover regime. Decisions of the TOB may be challenged before the FINMA and, finally, the Swiss Federal Administrative Court.

Under Swiss takeover law, a person acquiring more than 331/3% of the voting rights in a listed company – regardless of whether those rights are exercisable – must generally launch a mandatory public tender offer for all publicly held shares. However, Swiss law allows listed companies to opt out of the mandatory offer regime entirely or to opt up the threshold to as high as 49% of the voting rights through a corresponding provision in their articles of association. These modifications must adhere to strict transparency and approval rules, especially if introduced after listing. Several exemptions from the mandatory offer obligation exist, such as restructurings involving recapitalisations or intra-group transfers of voting rights, some of which require formal approval from the TOB.

While the framework for mandatory and voluntary offers is similar, mandatory offers are subject to stricter rules. For example, they must comply with the minimum price rule (which also applies for voluntary takeover offers) and may only be conditional upon a narrow set of conditions, such as regulatory approvals or legal injunctions. If the offer includes securities instead of cash, a cash alternative must also be provided.

Transparency and equal treatment of shareholders are core principles in Swiss takeover law. Bidders must issue a prospectus containing full and truthful disclosures, including the terms of any agreements with shareholders. All shareholders must be treated equally, which is enforced through pricing rules. The “best-price rule” requires that if a higher price than the offer price is paid to any shareholder during the period running from the publication of the offer until six months after the expiry of the additional acceptance period, the bidder must offer the higher price to all shareholders. The “minimum price rule” stipulates that in mandatory and change-of-control offers, the offer price must be at least as high as the higher of: (i) the 60-day volume-weighted average price (VWAP); and (ii) the highest price paid by the bidder in the 12 months preceding the offer.

Complex issues arise when major shareholders remain invested or “roll over” their shares into the bidder structure. Benefits provided to such shareholders – via options, management agreements or incentive plans – may be deemed ancillary benefits and could trigger the best-price rule. To manage this risk, bidders often commission independent valuation experts and seek pre-clearance from the TOB.

Swiss takeover law also aims at maintaining a level playing field for competing offers. Though target companies may agree not to solicit rival bids, they must retain the ability to engage with unsolicited bidders to fulfil their fiduciary duties. Any excessively restrictive deal protections or punitive break fees in transaction agreements may be deemed void. Break fees are typically capped and should not materially exceed offer-related costs; about 1% of the transaction value is generally accepted to cover costs. Shareholders who accept a tender offer or provide a commitment to tender may withdraw if a competing offer emerges. To increase certainty, bidders often acquire substantial stakes prior to making an offer, though such acquisitions must be carefully structured to avoid being treated as conditional upon the success of the public tender offer.

Merger control and further regulatory frameworks

If the turnover of the parties involved in a transaction exceeds certain thresholds, any planned combination of businesses must be notified to the Competition Commission (ComCo) before closing of the transaction. Turnover thresholds are rather high compared to other European countries and are met if: (a) the undertakings concerned report a combined turnover of at least CHF 2 billion, or a combined turnover in Switzerland of at least CHF 500 million; and (b) at least two of the undertakings concerned report a turnover in Switzerland of at least CHF 100 million each. In any case, a planned transaction must be notified if the ComCo determined in a binding and final decision under the Federal Act on Cartels and other Restraints of Competition (Swiss Cartel Act) that one of the involved parties has a dominant position in a Swiss market and the transaction concerns that market, an adjacent market or a market that is up- or downstream thereof.

Further requirements and restrictions exist in certain regulated sectors such as banking and securities trading, insurance, healthcare and pharmaceuticals, as well as media and telecommunications.

While the turnover thresholds remain unchanged, the rules governing the merger control proceedings are amended under a partial revision of the Swiss Cartel Act, which was approved by the Swiss Parliament in December 2025 and which is expected to come into force in 2027. In the future, ComCo will be able to prohibit a concentration or require remedies by only showing that the concentration significantly impedes effective competition (SIEC-test). The previous dominance-plus test, which required a dominant market position that could eliminate effective competition in order for ComCo to prohibit the concentration or require remedies, is being abolished. It can be assumed that under the SIEC-test, ComCo will initiate phase 2 proceedings more often and will also prohibit concentrations or require remedies more often. In addition, ComCo may extend phase 1 proceedings by one month and phase 2 proceedings by two months. Although this extension requires the consent of the notifying companies, in practice they are unlikely to refuse their consent.

The ComCo’s decision may still be challenged before the Swiss Federal Administrative Court and, finally, before the Swiss Federal Supreme Court.

Foreign investment

Currently, Swiss law provides for only very limited restrictions on foreign investment (for example, in the banking sector or in case of a purchase of residential real estate), otherwise foreign investors, financial sponsors, and sovereign wealth investors are, broadly speaking, not restricted or treated differently from domestic investors.

Pursuant to the Federal Act on the Acquisition of Real Estate by Foreigners (Lex Koller), non-Swiss buyers (i.e., non-Swiss natural persons, non-Swiss corporations or Swiss corporations controlled by such non-Swiss natural persons or corporations) have to obtain a special permit from cantonal authorities in order to purchase real property or shares in companies or businesses owning real property, unless the property is used as a permanent business establishment. The acquisition of shares of a public company whose shares are listed on a Swiss stock exchange is exempted from such special permit obligation even if its main purpose is to hold or buy and sell real estate.

In the banking sector, the intended acquisition of a qualified direct or indirect participation (i.e., 10% or more of the share capital or voting rights or significant influence by other means, e.g., on a contractual basis) in a Swiss bank or securities firm as well as the reaching or crossing of further shareholding thresholds at 20%, 33% and 50% of the share capital or voting rights triggers notification duties to FINMA, both on the part of the acquiring and disposing shareholders and on the part of the bank or securities firm itself. Given that qualified shareholders must fulfil regulatory fit-and-proper requirements, the notification duty de facto has the effect of an approval requirement. If, as a result of a planned transaction, a Swiss bank or securities firm stands to become foreign controlled (i.e., where foreign qualified shareholders directly or indirectly control more than 50% of the voting rights or exercise control by other means), formal approval by FINMA in the form of a supplemental licence is required. Further requirements may apply in the context of financial groups or conglomerates subject to consolidated supervision by FINMA or a foreign-lead regulator, which may create a need for coordination with or between different authorities in the approval process.

Political aspirations to introduce wider foreign investment control in Switzerland have slightly advanced in recent years. In December 2025, the Swiss Parliament passed a new law on the screening of foreign direct investments, which is expected to enter into force in 2027 (Investment Screening Act). According to the new regime, acquisitions by foreign state-controlled investors of a Swiss target (or a Swiss subsidiary or branch) that is registered in the commercial register and active in sectors deemed critical to Switzerland’s public order or security require an approval from the State Secretariat for Economic Affairs (SECO). However, the regime is expected to have a limited impact due to its narrow scope, which is focused on takeovers by foreign state-controlled investors in specific sectors such as defence, electricity, health and telecommunications. This new regime ensures that Switzerland continues to remain open to foreign investment and attractive to investors.

Overview of M&A activity in 2025 and market environment

In 2025, Switzerland recorded 502 M&A transactions involving Swiss entities, representing a slight rise of 8% compared to the 464 deals registered in 2024. While the number of deals grew only modestly, the total transaction volume rose significantly by over 40%, climbing from approximately CHF 89 billion in 2024 to approximately CHF 129 billion in 2025. This notable increase was driven by a handful of large-scale deals, with the top five transactions alone accounting for around 40% of the total transaction volume, or approximately CHF 54 billion. The spin-off of Amrize Ltd., the former North American business of Holcim Ltd., contributed CHF 26 billion in value, making it by far the largest transaction.

Swiss companies remained particularly active in outbound acquisitions, completing 225 deals involving foreign targets, which made up nearly half of all M&A activity. Inbound M&A, which involves foreign entities acquiring Swiss companies or stakes, amounted to 133 transactions or roughly a quarter of the total. Meanwhile, domestic M&A transactions, where both buyer and target are Swiss, accounted for 49 deals and therefore only played a minor role.

Private M&A transactions dominated the market in terms of deal count, whereas public M&A transactions accounted for the larger share of transaction value. Private equity firms participated in 28% of the transactions in 2025, which constitutes a slight increase from 26% in the previous year, though this figure still falls short of the historical average of one-third. Among the most active sectors, pharmaceuticals and life sciences stood out as the key volume driver with 74 deals amounting to approximately CHF 41 billion. Although the telecommunications, media, and technology (TMT) sector was the most active sector with 84 deals, its total transaction value fell significantly to CHF 8 billion, largely due to the absence of mega transactions in the telecommunications subsector. Industrial markets dropped from first to third place in 2025, recording 72 deals with a total transaction value of CHF 7 billion.

The Swiss M&A market delivered solid results in 2025 despite ongoing economic uncertainties that prompted caution among many companies. This outcome is likely attributable to Switzerland’s strong and investor-friendly legal framework and the continued global reputation of its companies for quality and innovation. Furthermore, for the second consecutive year, it can be observed that despite deal counts being lower compared to the strong post-pandemic years, there is a substantial rise in deal volume, highlighting a strategic shift towards fewer but larger and more impactful transactions.

Significant deals and highlights

Private M&A deals

Recent notable transactions in Switzerland’s private M&A landscape again showed significant activity across various sectors in 2025.

A notable transaction from the IT sector is the acquisition of a majority stake in Acronis, a leading Swiss IT solutions vendor for Managed Service Providers offering a natively integrated, highly efficient cybersecurity and data protection platform, by EQT X fund.

In the pharmaceutical sector, SK Capital Partners, a New York-based private equity firm, acquired Swixx BioPharma Group, a full-service biopharmaceutical company operating across Central and Eastern Europe, at a valuation exceeding EUR 1.5 billion. The transaction underscores the continued appetite of international financial sponsors for Swiss-headquartered life sciences assets. Furthermore, Swiss-based Novartis announced the acquisition of Anthos Therapeutics, Inc., a Boston-based, privately held biopharmaceutical company. The transaction, which closed on 3 April 2025, was valued at up to USD 3.1 billion, comprising an upfront payment of USD 925 million and additional milestone-based payments of up to USD 2.15 billion.

Public M&A deals

Even though private M&A transactions accounted for most of the overall Swiss M&A market in terms of number of deals in 2025, there were a few noteworthy public M&A deals and TOB procedures.

The largest transaction of the year was the spin-off and public listing of Holcim Ltd.’s North American business, Amrize Ltd. Another notable transaction in 2025 was the merger of Baloise Holding Ltd. and Helvetia Holding Ltd., which led to the creation of Helvetia Baloise Holding Ltd., the second largest insurance group in Switzerland and a leading player in the European insurance market.

In comparison to 2024, which counted six public tender offers, there have only been two of them in 2025. The first one concerned the public tender offer by ZI Zenith S.à r.l., a European indirect subsidiary of funds managed and/or advised by Advent International, L.P., a leading private equity investor, for all publicly held shares of u-blox Holding Ltd., a global leader in positioning and wireless communication technologies. The second public tender offer occurring in 2025 was launched by the majority shareholder SITINDUSTRIE Suisse SA for all publicly held shares of Zwahlen et Mayr S.A. Besides the above-mentioned transactions, in 2025, the TOB was involved in several share buyback programmes and a number of procedures relating to the exemption from the duty to make a tender offer as well as regarding the determination of the non-existence of the obligation to submit a mandatory tender offer.

In 2025, shareholder activism in Switzerland has remained significant. This was particularly evident in the case of shareholder engagement in Steven Wood’s campaign at Swatch Group. Wood, holding approximately 0.5% of Swatch’s shares, sought election to the board of directors as representative of the bearer shareholders at the 2025 annual general meeting (AGM), criticising the company’s financial performance, addressing governance issues and calling for a renewed focus on premium brands. Although his candidacy was rejected by the AGM, largely due to the founding family’s voting power (representing 44% of voting rights through voting shares), he received strong support from bearer shareholders. Wood continued his campaign in 2026 by once again running for election as a board member and proposing a set of corporate governance reforms to be put to a vote at Swatch’s 2026 AGM. While his nomination was supported by 80.4% of the votes cast by bearer shareholders in a separate vote to nominate their representative to the board, it was ultimately rejected by the AGM as a whole, for, according to Swatch, “substantive reasons”, with 79.6% voting against, largely as a result of the founding family’s voting power.

Key developments

In recent years, Switzerland has introduced and proposed several significant legal reforms impacting M&A transactions.

As set out above, the partial revision of the Swiss Cartel Act, which is expected to come into force in 2027, will lower the intervention threshold for ComCo in merger control proceedings through the new SIEC-test. In addition, ComCo may extend phase 1 proceedings by one month and phase 2 proceedings by two months with the consent of the parties.

A major development is the adopted Investment Screening Act, as described above, which will introduce wider foreign state-controlled investment control for the first time from, presumably, 2027. The regime will apply to acquisitions by foreign investors in sectors deemed critical to public order or security such as defence, electricity, health and telecommunications.

Furthermore, the OECD/G20 BEPS pillar two, which aims to establish a global minimum tax, should carefully be considered in tax structuring for cross-border M&A transactions.

Finally, a revision of the FMIA is planned; the public consultation period ended on 11 October 2024. The draft legislation is expected to be published by the Federal Council in Q4 2026 or Q1 2027. The proposed new law, among others, includes an increase of the lowest disclosure threshold from 3% to 5%. Such change would be very welcome and would provide significant relief for investors and issuers, but it may take several years until a revised FMIA enters into force.

Industry sector focus

The growth of the M&A market was driven by several large high-value transactions, especially in pharmaceuticals and life sciences. Pharmaceuticals and life sciences emerged as the dominant volume driver, recording 74 transactions with a total volume of approximately CHF 41 billion, thereby far surpassing the previous year. This sector’s strong performance highlights Switzerland’s global reputation as a hub for innovation and excellence in healthcare and life sciences. Reflecting this momentum, the sector also accounted for the second-largest transaction of 2025 valued at CHF 10 billion, namely the acquisition of Avidity Biosciences Inc. by Novartis Ltd.

TMT led in deal activity, counting 84 transactions, which reflects the ongoing digital transformation and the critical role of technology and media in shaping business strategies and investment priorities. However, transaction volume fell remarkably by 64%, which is largely due to the absence of any mega-deals in the telecom subsector.

The industrial markets sector dropped from first to third place in 2025, recording 72 deals with a total transaction volume of approximately CHF 7 billion, representing a decrease of 64% in transaction volume in comparison to 2024. The high US tariffs imposed on industrial goods produced by Swiss companies are likely to have been a factor in this decline.

In 2025, artificial intelligence has become a strategic driver as on one hand, artificial intelligence serves as a supporting analysing tool to M&A processes, but on the other hand, it is also increasingly integrated into strategic considerations behind major transactions across all sectors, as companies aim to leverage scale, data and digital capabilities. Besides artificial intelligence, sustainability remains a key factor in investment decisions, particularly in the real estate and consumer sectors. Furthermore, Swiss companies continued to be active in outbound acquisitions, particularly of highly specialised companies, using M&A to drive innovation, expand into new markets and optimise their portfolios.

The year ahead

In 2026, the Swiss M&A landscape is expected to remain active but highly nuanced, shaped by an interplay of geopolitical tensions, macroeconomic recalibration and shifting investor strategies. The sustained uncertainty from geopolitical hotspots – most notably the wars in Iran, Ukraine and across the Middle East – combined with tightening global trade regimes and regulatory scrutiny, continue to inject volatility into the markets. However, relative monetary stability and the current low interest rate environment offer a counterbalance, creating selective windows of opportunity for dealmaking. In particular, the strong Swiss franc could present an opportunity for Swiss acquirers, potentially boosting outbound M&A activity. Private equity is expected to maintain a strong presence in the Swiss M&A market, fuelled by historically high dry powder levels and a stabilising financing environment. With an estimated CHF 1.9 trillion in global private equity funds available and stabilising interest rates, private equity firms are expected to play a significant role in shaping transaction activity, particularly through leveraged buyouts and add-on acquisitions. Strategic acquirers and private equity sponsors alike are increasingly focused on high-quality, resilient assets, with interest particularly concentrated in the technology and life sciences sectors. These industries are seen as structurally robust, driven by long-term trends in digital transformation, biotech innovation, and demographic ageing. Buy-and-build strategies, especially in fragmented sub-sectors, are expected to dominate transaction themes. In addition to private transactions, there is a continued trend of private equity investors looking to take over Swiss-listed targets, further extending their footprint in the public market segment.

While, based on the sustained uncertainty, the overall deal volume may not surge dramatically, the quality and strategic rationale of transactions will continue to deepen. Cross-border inbound investment into Switzerland remains strong, underpinned by its political stability, investor-friendly legal environment, and clear regulatory processes. Switzerland’s stable economy and solid legal infrastructure continue to attract foreign investors – particularly from the EU, the US, and Asia – seeking a reliable jurisdiction and long-term value.

Shareholder activism, once peripheral in Switzerland, has become an embedded feature of the public M&A environment. Modernised corporate law provisions – particularly those enhancing minority shareholder rights – have empowered activists to act with greater precision and persistence. Going into 2026, activist campaigns are expected to grow in both number and sophistication, and to be increasingly conducted through the media. Governance concerns, capital allocation strategies and operational inefficiencies remain top of activists’ agendas, whereas ESG issues appear to be losing some momentum. Activists will likely continue to play dual roles: either as catalysts for unlocking value or as obstacles where valuations are contested, particularly in friendly takeovers or mergers involving listed entities.

GLI – Mergers & Acquisitions 2026, 15th Edition