M&A Guide 2026: Romania

The Romanian M&A market has remained moderately active, with smaller and mid-sized deals dominating while large-scale transactions continue to be rare. Investor sentiment has improved slightly compared with recent years, although rising financing costs, macroeconomic uncertainty, and regional geopolitical developments continue to influence dealmaking.

Cross-border transactions remain particularly affected by Romania’s foreign direct investment (FDI) regime, which requires prior approval for most inbound investments, including those from EU investors exceeding certain thresholds. While the approval process has become more predictable, due to recent regulatory clarifications and guidance on FDI thresholds and procedures, it still adds time and cost, making early regulatory engagement a key consideration. Hot sectors in 2025 included energy, IT, agribusiness, and pharmaceuticals, alongside ongoing consolidation in the banking sector.

Private M&A continues to be the main driver of activity, reflecting the flexibility and speed it offers compared with public deals, which remain limited due to lower liquidity and the complexity of compliance with takeover rules and EU-aligned disclosure obligations.

Strategic investors dominate both private and public transactions, while private equity is playing a smaller but growing role. Private deals allow for tailored contractual protections and faster execution, whereas public deals are subject to regulatory scrutiny and mandatory takeover thresholds, which can slow the process and reduce attractiveness for buyers.

In 2025, the Romanian M&A market was defined by a few high-profile transactions that highlighted sector consolidation and regulatory sensitivity. The acquisition of Regina Maria by Mehiläinen underscored the growing investor interest in large-scale healthcare platforms. At the same time, the carve-out of Telekom Romania Mobile between Vodafone and Digi Communications demonstrated how complex deal structures are increasingly used to navigate consolidation goals and regulatory requirements.

Strategic sectors such as energy also attracted attention, with the E.ON Energie Romania deal raising national security and geopolitical considerations, signalling that FDI screening is becoming a critical factor in Romanian transactions. Overall, 2025 highlighted that cross-border and large-scale deals in strategic sectors are on the rise, with regulatory and political factors shaping deal execution as much as financial metrics.

In 2025, the Romanian M&A market remained active and showed resilience, with deal volumes increasing to approximately 275 transactions – a 3% rise compared with 2024 – and an estimated total value of around $6.7 billion. Although transparency remained limited, with roughly 70% of deals not disclosing their value, the value of disclosed transactions increased by 18% year‑on‑year to $3.7 billion, supported by a small number of mid‑ to large‑sized transactions – three deals alone accounted for $2.5 billion in disclosed value, including the $1.4 billion acquisition of the Regina Maria healthcare network.

The prospects for deal flow are cautiously positive. Romania continues to attract inbound investment, with foreign strategic investors leading most transactions, while local companies remain conservative in outbound deals. Growth is expected in sectors such as renewable energy, technology, pharmaceuticals, and infrastructure, alongside ongoing consolidation in banking and financial services. At the same time, tighter financing conditions and valuation pressures may moderate transaction sizes and pace, highlighting the importance of careful planning and risk management for domestic and cross-border investors.

Deal structures were shaped by economic and sectoral conditions. Completion accounts, escrow arrangements, and post-closing earn-outs were widely used to mitigate risk and ensure continuity where key management remained with the seller. Locked-box mechanisms and warranty and indemnity (W&I) insurance gained traction, particularly in cross-border transactions. Distressed M&A remained limited but required careful attention to takeover reorganisations and bidding processes, reflecting the need for flexibility in structuring and negotiation in a market still influenced by macroeconomic uncertainties.

Financial investors have become increasingly visible, acquiring minority or majority stakes in strategic sectors and occasionally participating in recapitalisations. While strategic investors continue to dominate, private equity is growing in importance, bringing a more structured approach to deal terms.

Shareholder activism is still emerging but has begun to influence negotiations and deal structures, adding another dimension to M&A strategy in private and public transactions.

Romania’s M&A framework has gradually evolved to address emerging strategic and technological risks. Acquisitions of private companies are most commonly structured as share deals, with asset deals being less frequent. These transactions are governed primarily by the general contractual framework of the Romanian Civil Code. Outside certain regulated sectors – such as finance, energy, telecommunications, or healthcare – companies enjoy significant flexibility in negotiating the terms of a deal. However, depending on the nature of the investment, some pre-closing regulatory approvals may still be necessary.

Public company acquisitions remain subject to supervision by the Romanian Financial Supervisory Authority, which ensures compliance with disclosure requirements and approves public offering documents. Compared with private deals, public transactions still face tighter procedural and reporting obligations, reflecting their wider market impact.

Two authorities play a central role in M&A regulation. The Competition Council ensures that mergers and acquisitions do not harm market competition, while the Foreign Direct Investment Screening Commission (CEID) evaluates investments that could affect national security or public order. CEID’s role has expanded in recent years, particularly for strategic sectors, critical infrastructure, and emerging technologies, making early engagement with the authority essential for certain deals.

The foreign investment screening regime, initially expanded in 2023, has matured by 2026. EU and non-EU investors alike are required to notify CEID for investments exceeding defined thresholds in sensitive sectors. Recent clarifications and guidance have streamlined the notification process, provided more precise definitions of covered sectors, and established clearer timelines for approvals. Legislative proposals under discussion in 2026 suggest further expansion of the regime to capture projects in emerging technologies such as AI, cybersecurity, and dual-use applications, as well as infrastructure with strategic importance.

In practice, private M&A transactions remain largely flexible outside regulated areas, but FDI compliance now directly influences deal timing. Failure to notify or obtain CEID approval can result in fines or even the suspension of a transaction. Companies increasingly incorporate regulatory screening into their planning to minimise delays.

Looking ahead, proposals are under discussion to further align Romania’s FDI screening with EU-wide mechanisms, which could introduce new sectors subject to mandatory review. Overall, Romania’s M&A environment in 2026 balances flexibility with growing oversight. While the legal framework remains predictable, the trend is towards closer scrutiny of strategic and technology-focused investments, making early regulatory assessment a key factor in successful transactions.

A persistent misconception is that Romanian law and jurisdiction are unsuitable for M&A transactions. In reality, Romania has significant M&A experience, and local courts and arbitral tribunals apply the law in a predictable and reliable way. Compared with international systems such as English law, most issues in M&A agreements – liability, indemnification, limitation clauses, and the legal interpretation of fraud or intent – are handled similarly. Foreign investors often underestimate the maturity of the market and the enforceability of agreements in Romania, but experience shows that local legal frameworks support complex, high-value deals effectively.

Foreign and domestic parties frequently ask how Romanian courts or arbitration panels will treat certain contractual provisions. Common concerns include the scope of liability for both buyer and seller, the impact of due diligence on seller liability, enforceability of limitation clauses, and indemnification for breaches of warranties. Parties also often question how partially disclosed information in virtual data rooms is treated under fraud rules and how insurers review claims.

An increasingly important consideration is compliance with FDI screening, which now covers strategic sectors, minority stakes, and technology-focused investments. Early engagement with regulators has become a critical step that some investors previously overlooked.

Technology plays a central role in M&A in Romania in 2026. Virtual data rooms remain the backbone of document exchange and disclosure, while AI-assisted tools now automate document review, flag key issues, and reduce repetitive tasks, enabling deal teams to focus on interpretation and decision-making. Advanced data analytics are increasingly used to assess financial and operational performance, detect hidden patterns, and identify potential risks.

However, these technological tools complement, rather than replace, legal expertise, improving efficiency, risk management, and the overall speed and sophistication of transactions.

Obtaining control of a public company in Romania depends on several key factors. First, the company’s valuation and the bidder’s ability to offer a control premium above market prices are critical. Second, the bidder must be able to demonstrate readily available funds to pay the offering price. Third, the capacity to execute a takeover bid – and, if applicable, a subsequent squeeze-out – is essential. Finally, the bidder must ensure that all necessary regulatory approvals can be obtained, including from the Romanian Financial Supervisory Authority, the Competition Council, and under the expanded FDI screening regime, which now covers strategic sectors, certain minority investments, and technology-focused companies.

In the case of competitive or hostile bids, these factors become even more important. The bidder’s speed in launching the offer, clarity of funding, and preparedness for regulatory review can determine whether the bid is successful, while the potential for regulatory delays due to FDI screening must also be considered.

Takeover offers must be addressed to all shareholders and cover all shares. Offers can be friendly or hostile, and mandatory takeover bids are triggered when specific ownership thresholds – generally over 33% of voting rights – are exceeded. Bidders must launch the offer promptly, typically within two months of crossing the threshold, and until the bid is launched, voting rights attached to the exceeding shares are suspended.

Squeeze-outs are possible if the bidder acquires more than 95% of shares and voting rights, or over 90% in the context of a takeover. Liability rules remain in place: a bidder can be held responsible if the bid is proven to have been launched solely to prevent the company from pursuing legitimate economic measures.

In Romania, bidders can rely on a combination of legal provisions and practical strategies to protect a public M&A transaction. Boards may implement defensive measures under the breakthrough rule if the company has opted in, which allows certain shareholder restrictions to be overridden in the context of a takeover. Voting rights suspension for shares exceeding mandatory bid thresholds ensures that control is not exercised before the offer is formally launched.

Beyond these statutory tools, early and proactive engagement with regulators – particularly under the expanded FDI screening framework – is now a critical protection measure. Preparing filings, clarifying sector coverage, and securing preliminary confirmations help mitigate potential delays and uncertainty.

Deal timing, financial readiness, and transparent communication with stakeholders also serve as effective safeguards. Structured planning of the offer, including careful sequencing of regulatory approvals and coordination with advisers, allows the bidder to manage risks, maintain momentum, and navigate competitive or hostile scenarios more efficiently.

The Romanian private M&A market increasingly mirrors international practice. Locked-box mechanisms remain popular with sellers seeking price certainty, while buyers often prefer completion accounts, with funds held in escrow – sometimes even post-closing – to mitigate post-completion risk. Earn-outs are used when sellers play key operational roles, linking part of the consideration to post-closing performance, though these remain less common than completion accounts.

W&I insurance has become standard, with sellers frequently requiring buyers to obtain coverage. Local brokers are well versed in these products, making W&I insurance easily accessible and increasingly integrated into deal planning. Overall, consideration structures in 2026 balance flexibility, risk mitigation, and alignment of incentives between parties.

Private takeovers are not specifically regulated in Romania. In practice, general private M&A rules govern these transactions. Conditions are typically negotiated contractually and may include regulatory approvals, post-closing adjustments, escrow arrangements, and warranties. Sellers often require contractual protections for liabilities, while buyers focus on enforceable mechanisms to ensure accurate completion accounts and indemnification for breaches.

Foreign-law governed transactions remain common, particularly when buyers seek additional protections beyond Romanian law. In such cases, a short-form Romanian law agreement is usually executed for filing purposes. These arrangements are increasingly accepted by local authorities and counterparties, reflecting the market’s growing familiarity with cross-border deal structures and international legal frameworks.

Trade sales to strategic investors continue to dominate private M&A exits, with strong interest in technology, renewable energy, and advanced manufacturing sectors. IPOs are less frequent but still occur in high-profile cases, particularly for energy and infrastructure companies. Sales to financial sponsors remain active, though selective, with due diligence increasingly rigorous.

In 2025, the market experienced strong activity in strategic sectors, with both domestic and cross-border investors seeking assets in growth industries. Deals were characterised by structured consideration mechanisms, expanded use of W&I insurance, and increased integration of technology in due diligence, reflecting a mature, internationalised private M&A environment.

Romania’s M&A market in 2026 is expected to remain active, despite ongoing macroeconomic pressures, energy price fluctuations, and geopolitical uncertainties. Cross-border and domestic investors continue to focus on technology, renewable energy, and strategic sectors.

Legal practice is increasingly sophisticated, with AI-assisted due diligence, virtual data rooms, and data analytics becoming standard. Consideration structures such as locked-box deals, completion accounts, earn-outs, and W&I insurance continue to provide certainty.

Early regulatory engagement, particularly for FDI screening, remains essential. Overall, the market is resilient, and lawyers are well positioned to navigate challenges and deliver efficient, secure transactions.