M&A Guide 2026: Ukraine

The Ukrainian M&A market in 2025 continued its gradual recovery following the Russian invasion of Ukraine, entering a phase best described as structural adaptation rather than cyclical rebound. While aggregate deal value and volume increased compared with 2024, the market remains materially below pre-war levels and continues to operate under conditions of heightened uncertainty.

The defining feature of the current environment is the reconfiguration of capital sources and deal drivers. Domestic investors now account for the majority of transactions, reflecting both reduced foreign participation and the ability of Ukrainian corporates and investment groups to operate under conditions of elevated risk. As a result, the market is increasingly characterised by:

• Mid-market and opportunistic transactions, rather than large-cap strategic deals;

• Greater reliance on equity financing and internal capital; and

• Persistent valuation gaps driven by risk pricing and limited liquidity.

At a structural level, the Ukrainian M&A landscape in 2025 can be understood as operating across three parallel channels:

• Private M&A (dominant);

• Selective cross-border transactions; and

• State-driven privatisation processes.

Privatisation has emerged as a systemically important component of the Ukrainian M&A market, rather than a peripheral or policy-driven activity.

In 2025, privatisation activity demonstrated notable resilience:

• More than 300 successful auctions were conducted;

• Total proceeds in excess of UAH 3 billion; and

• A broad base of domestic investors actively participated.

From a transactional perspective, privatisation deals increasingly resemble hybrid public-private transactions, combining elements of administrative law, regulatory compliance, and traditional M&A structuring.

Importantly, privatisation is also acting as a feeder mechanism for future M&A activity, with acquired assets often serving as platforms for consolidation or redevelopment.

In parallel, 2025 saw a notable increase in M&A activity in the real estate and logistics sectors, making them among the most dynamic segments of the Ukrainian market.

This trend is driven by:

• The availability of undervalued assets;

• A stabilisation of commercial real estate markets in key cities;

• An anticipation of post-war reconstruction demand; and

• An investor preference for tangible, asset-backed investments.

Key transactions include:

• The acquisition of Quinn Properties Ukraine by City Capital Group;

• The acquisition of the International Exhibition Centre by Citadel Ventures; and

• The acquisition of SC Omega-1 Logistics by Rush LLC.

The Ukrainian M&A market remains overwhelmingly private M&A-driven, with public transactions playing only a limited role.

The domestic capital markets continue to be constrained by:

• Low liquidity;

• Concentrated ownership structures; and

• Limited institutional investor participation.

However, 2025 demonstrated the increasing relevance of international capital markets as an alternative pathway, particularly through offshore structures. Notably, Kyivstar pursued a NASDAQ listing via a SPAC transaction, marking a significant milestone for Ukrainian issuers accessing global capital.

This development highlights emerging dynamics:

• Public markets (offshore) serve as an occasional liquidity and exit mechanism; and

• Private M&A (domestic and cross-border) remains the primary driver of transactional activity.

In practical terms, the market exhibits a functional divergence, with private transactions dominating control transfers and public markets playing a supplementary, event-driven role.

While overall deal flow in 2025 remained concentrated in the mid-market segment, a small number of transactions illustrate the evolving structure of Ukrainian M&A and generated significant legal and strategic debate.

The acquisition by MHP of a controlling stake in Uvesa (valued at approximately $300 million) represents the most prominent outbound transaction of the year. It highlights the increasing role of Ukrainian corporates as cross-border acquirers, as well as the growing relevance of EU regulatory scrutiny for such transactions.

At the domestic level, the acquisition of Uklon by Kyivstar (valued at approximately $155 million) reflects the convergence of telecom, digital infrastructure, and platform-based services. The transaction underscores the emergence of ecosystem-driven M&A in Ukraine and raises important considerations regarding competition law, data regulation, and the integration of high-growth technology businesses into regulated sectors.

Finally, the acquisition of a majority stake in ViOil by Bunge (valued at approximately $138 million) represents one of the most significant inbound transactions of 2025. The deal illustrates that foreign investment remains viable where investors have an existing operational footprint and sector expertise, and confirms that inbound M&A is currently driven primarily by strategic ‘insider’ investors, rather than new market entrants.

Taken together, these transactions demonstrate that Ukrainian M&A is increasingly multi-directional, combining outbound expansion, domestic consolidation, and selective inbound investment – each with distinct legal and structural considerations.

M&A activity in 2025 demonstrated a measured recovery compared with 2024, with increases in deal volume and value. However, this recovery remains uneven:

• Mid-market transactions dominate;

• Large-cap deals remain rare; and

• Valuation gaps persist due to risk pricing.

The market should therefore be understood not as recovering to its pre-2022 equilibrium but as reconfiguring around new structural constraints.

The outlook for 2026 is cautiously optimistic, underpinned by a combination of macroeconomic support and sector-specific growth drivers.

By sector, the strongest growth is expected in:

• Defence and dual-use technologies;

• Energy and infrastructure;

• Construction materials and logistics; and

• Technology.

Financial investors are playing a selective but increasingly strategic role in the Ukrainian M&A landscape.

A key development in 2025 was the launch and fundraising of new private equity vehicles focused on reconstruction and growth.

Most notably, Dragon Capital advanced its Rebuild Ukraine Fund, targeting approximately $250 million in capital. The fund secured anchor commitments from international financial institutions, including a $50 million joint investment from the International Finance Corporation (IFC) and the European Bank for Reconstruction and Development (EBRD).

In parallel, Horizon Capital launched its Catalyst Fund, a reconstruction-focused vehicle targeting €300 million in commitments. By early 2026, the fund had already raised over €150 million at first close, backed by major development finance institutions, including the IFC and the EBRD.

Collectively, these funds demonstrate that financial investors are increasingly positioning themselves not merely for opportunistic returns but for long-term participation in Ukraine’s reconstruction economy.

The standard legislative perimeter for M&A transactions includes:

• The Civil Code of Ukraine;

• The Commercial Code of Ukraine;

• The Law of Ukraine on Joint Stock Companies;

• The Law of Ukraine on Limited and Additional Liability Companies;

• The Law of Ukraine on Capital Markets and Organized Commodity Markets; and

• The Law of Ukraine on State Registration of Legal Entities, Natural Persons-Entrepreneurs and Public Formations.

The major regulatory authorities that are involved in M&A transactions are the National Securities and Stock Market Commission (NSSMC), the Antimonopoly Committee of Ukraine (AMCU), and the National Bank of Ukraine.

In M&A deals, the NSSMC grants approval of an individual’s intention to acquire or increase a share in a professional participant of the stock market, and supervises the acquisition of significant stakes by interested parties. A transaction involving the acquisition of shares in a joint stock company (JSC) shall be reported to the NSSMC if it results in an increase by an individual of an existing interest in the target company to 10%, 25%, 50%, or 75% of the company’s authorised (share) capital or votes in the company.

The approval of the AMCU is required if the transaction qualifies as a concentration, and the respective financial thresholds established by the Law of Ukraine on the Protection of Economic Competition, dated January 11 2001 (as amended), are exceeded.

There may be other mandatory filings depending on the industry involved, and the peculiarities of business operations. For example, an acquisition of shares or a participatory interest in an insurer over certain thresholds (10, 25, or 50%) will require prior approval of the regulator. As a matter of practice, obtaining such approvals may be a highly bureaucratic and lengthy process.

Based on what has been observed in M&A deals during the war, certain peculiarities appear to be more common than others. They tend to reflect the anxiety of potential buyers and the concerns of sellers.

Considering the overall situation in Ukraine, sellers prefer to structure deals on the ‘outside Ukraine’ level (where possible). This includes the pre-deal structuring, involving the creation of a holding company, often in a European jurisdiction, with further centralisation of all shares and assets.

Before the war, the Ukrainian corporate legislation had substantially improved in the course of harmonisation with the EU acquis. In particular, the new regulation provided parties to an M&A transaction with a range of effective remedies allowing the protection of all interests. Following this improvement, the market in Ukraine observed a strong trend towards governing M&A deals by Ukrainian corporate law.

The situation in Ukraine is dynamic and sellers in transactions are trying to protect themselves from negative changes that may occur before closing. Considering this, special attention is given to material adverse change, force majeure, and hardship clauses in transaction documents.

Indeed, these clauses became much more complex as they are aimed at covering not only local regulations but also martial law, conscription, and relocation of employees, as well as functions of governmental authorities, banks, state registers, etc.

Seeking to mitigate the uncertainty of war, the parties to an M&A deal often negotiate deferral conditions; for example, payment conditions linked to certain events and the transfer of title after particular dates.

Another peculiarity that may be highlighted based on the authors’ experience in recent deals is a greater interest in concluding shareholders’ agreements. Indeed, in deals that stipulate a partial acquisition of a company’s shares, the parties are more willing to outline all the possible outcomes of a joint venture. This creates more certainty for parties and the business in general, especially as regards deadlock situations and exit clauses.

The share of public M&A in Ukraine remains lower than private M&A. Public M&A in Ukraine is not common and mostly applies to public JSCs.

Shares in a public JSC can be acquired in a number of ways, including:

• The placement of newly issued shares (with or without a public offering);

• Acquiring redeemed shares;

• On a stock market; or

• Through a corporate merger.

The most popular way, however, is a direct acquisition of shares based on an agreement between the seller and the buyer.

Acquisition (whether directly or indirectly) of a controlling stake (more than 50%) or a significant controlling stake (more than 75%) of the ordinary shares of a JSC obligates the acquirer(s) (acting solely or in coordination with other persons) to make a mandatory offer to minority shareholders to purchase their ordinary shares.

There are exemptions from the mandatory offer obligation, which concern very specific cases such as inheritance of a controlling stake.

The acquisition of more than 95% of the shares in a JSC provides the buyer with a right to request minority shareholders to sell their shares at a fair price. Subject to certain exceptions, launching a squeeze-out procedure is only allowed once the mandatory offer procedure has been exercised or if it was not applicable.

The laws of Ukraine provide for the clear interdiction of the target company’s taking actions that may prevent the acquisition. Considering this, the protection measures that are available in public M&A are rather limited.

The war and general uncertainty make buyers more careful while proposing the consideration mechanisms in private M&A transactions, save for distressed asset deals, where the payment of a 100% purchase price at closing is often the only model.

In most cases, the buyers have more bargaining power and impose their vision of the purchase price structuring.

The locked-box mechanism, which was common before the war, still exists, but it has become characteristic mostly for small and mid-size deals. At the same time, it is more often the case that buyers prefer to use completion accounts for the ultimate consideration.

Willing to diversify the war risks, buyers also often propose the use of earn-outs.

There are certain requirements that only apply to mandatory offers or other specific share acquisitions. For example, in mandatory offers there are statutory requirements regarding:

• The determination of price;

• Forms of consideration (cash, securities, or a combination of the two);

• The term for minority shareholders to be able to accept the offer; and

• The deadline for payment of the purchase price by the offeror.

In all other aspects, the parties are free to determine the takeover/tender offer conditions.

A choice of a foreign law and jurisdiction is allowed if there is a so-called foreign element in the transaction, which is mostly the case when one of the parties to the transaction is a foreign company.

Before the war, Ukrainian corporate law was mostly used for the structuring of private deals. However, since 2022 more foreign investors prefer to opt for foreign law and jurisdiction. The motive here is not the lack of remedies in Ukrainian law (as it used to be) but more the perception of being more ’protected’ beyond Ukraine.

This tendency is also supported by the preference to structure M&A deals outside Ukraine for numerous reasons, including the temporary currency control limitations.

The exit environment in Ukraine is challenging because of several reasons, including:

• Limited capacity of the Ukrainian stock market;

• Limited access to capital markets;

• Low activity of private equity and venture capital funds (save for the IT industry); and

• High devaluation risk, as well as other negative changes in the country.

Ukraine’s M&A market in 2025 reflects not simply a recovery but a fundamental transformation under conditions of sustained uncertainty.

First, the defence and dual-use technology sector is likely to become a central driver of M&A activity. Ukraine has rapidly developed a sophisticated ecosystem of drone manufacturers, software developers, and military technology providers, attracting both domestic and international investment.

Second, reconstruction-driven M&A will accelerate, particularly in infrastructure, energy, and construction materials.

Third, legal practice will continue to evolve towards:

• Standardised war-risk allocation mechanisms;

• Integration of insurance into transaction structuring; and

• Greater alignment with EU legal frameworks.

For legal practitioners, Ukraine represents a jurisdiction where traditional M&A frameworks are being actively redefined, requiring a combination of technical expertise, sectoral understanding, and pragmatic risk management.

In this sense, Ukrainian M&A is no longer merely a frontier market – it is increasingly a laboratory for transactional innovation in high-risk environments.