UK Acquisition Rules Are Shifting: What Active Acquirers Need to Know in 2025 (Lexis Capital Group Guide)

The UK market for mergers and acquisitions is changing fast, and any company that acquires businesses—whether through a buy-and-build strategy, private investment, or strategic expansion must understand the new legal and regulatory landscape.

For investors working with Lexis Capital Group, these updates are vital for avoiding delays, reducing risk, and ensuring that each acquisition aligns with long-term portfolio goals. Below is an optimised guide covering the most important changes and how they affect acquisition firms and sellers.

1. Stronger CMA Powers Affect Business BuyersThe UK government has strengthened the Competition & Markets Authority (CMA), giving it greater authority to investigate mergers and acquisitions, even when the target is small. These changes are aimed at preventing “killer acquisitions”, where larger companies purchase smaller disruptors to reduce competition.Impact for acquisition groups:— More deals may require upfront competition analysis— Off-market acquisitions can still be reviewed— Tech, data, digital, healthcare and AI-driven businesses face higher scrutiny.

For acquisition teams, this means more structured due diligence and a need to identify potential CMA interest early.

2. Significant Changes to the UK Takeover Code

New amendments to the Takeover Code will take effect in February 2025, with further refinements coming in 2026. Although the Code mainly applies to public companies, certain private companies—especially formerly listed or quasi-public entities—can still fall within its scope.Impact for companies that acquire businesses:— Most SME acquisitions remain unaffected— Larger strategic acquisitions may trigger Code requirements— Mandatory offer rules and timelines may shift for specific corporate structures.

Acquirers must assess early whether the Code could apply to a target.

3. National Security & Investment (NSI) Act Remains Critical

The NSI Act continues to be one of the most significant regulatory areas affecting acquisitions. Transactions in sensitive sectors (energy, defence, digital infrastructure, telecoms, AI, advanced electronics, and data processing) require mandatory government notification.Impact for acquisition companies:— Deals may pause for national-security review— Some acquisitions cannot complete without clearance— Failure to notify can invalidate the entire transaction.

Acquirers in regulated or advanced-tech sectors must treat NSI checks as a standard part of the acquisition process.

4. Tighter M&A Enforcement Across the UK

Enforcement activity has increased significantly, including:— Closer review of deal structures and funding sources— More aggressive action on information leaks— Heightened monitoring of foreign investors acquiring UK companies— Greater scrutiny of mergers that could reduce competition.

This means acquisition companies must operate with higher compliance standards and stronger legal oversight.

5. What Acquisition Companies Should Do Now

To navigate the new regulatory landscape effectively, buyers should:— Run early CMA and NSI assessments before signing LOIs— Identify any sensitive-sector triggers— Build additional time into deal structuring— Strengthen financial, operational and legal due-diligence practices— Document strategic rationale clearly for each acquisition

Buy-and-build platforms, private equity buyers and corporate acquirers will all benefit from more rigorous internal processes.

6. What Business Sellers Should Prepare For

Owners listing businesses for acquisition should:— Provide up-front clarity on regulatory exposure— Prepare clean financials and operational documentation— Understand whether the business touches NSI or competition-sensitive areas— Position the business to align with strategic acquirer expectations.

This ensures smoother negotiations and faster progression to heads of terms.

Lexis Capital Group: Experts in Fast, Intelligent Acquisitions

Lexis Capital Group specialises in acquiring companies quickly, efficiently and intelligently. Unlike many buyers who discover regulatory issues halfway through the process, we understand the ever-changing UK acquisition landscape from the outset.

We stay ahead of CMA requirements, Takeover Code amendments, and NSI Act obligations—ensuring that potential obstacles are identified early, not when the deal is already in motion.

Our internal legal expertise allows us to manage every stage of the acquisition process with precision. From initial due diligence through to completion, we handle regulatory, legal and structural complexities in-house, enabling us to move faster than traditional acquisition firms.

For sellers, this means a smoother, clearer and more professional experience. For investors, it means transactions that complete quickly and effectively, with risks managed and expectations met.

For more details contact Lexis Capital Group on 0203 693 3803