M&A Guide 2026: Switzerland

In 2025, the Swiss M&A market reached record levels, with Swiss companies involved in transactions exceeding $163 billion, the highest volume since 2018. Activity remained remarkably resilient despite a 14% appreciation of the Swiss franc against the US dollar, which made domestic targets more expensive for foreign buyers (“Swiss dealmaking surges to record highs despite strong franc”, Financial Times).

Cross-border dealmaking continued to shape the market decisively. Swiss companies again completed mostly outbound acquisitions, representing nearly half of all transactions and underscoring the importance of strong balance sheets and high liquidity in supporting international expansion. At the same time, inbound acquisitions made up about a quarter of all transactions. Furthermore, inbound transactions also proved particularly attractive, especially in the SME segment, where they increased by approximately 65% compared with the preceding year (Clarity on Mergers & Acquisitions, KPMG; Deloitte M&A Activity of Swiss SMEs Report 2026).

Concerns about potential tariffs ultimately proved unfounded, as 2025 was not disrupted. On the contrary, the strength of the Swiss franc, despite its elevated level, reinforced confidence in Switzerland as a stable and reliable market environment (“Swiss dealmaking surges to record highs despite strong franc”, Financial Times; Deloitte M&A Activity of Swiss SMEs Report 2026).

While both private and public M&A deals remain of high importance, private M&A deals make up a larger share in terms of the number of deals. However, public M&A transactions tend to be larger with regard to deal volume. Overall, private equity activity contributes significantly to the current M&A market environment.

Overall, deal volume was heavily concentrated in a small number of large transactions. The five largest deals alone accounted for approximately 42% of the total transaction value, highlighting the significant impact of a few headline transactions on the overall market performance (Clarity on Mergers & Acquisitions, KPMG).

The biggest transaction was Holcim’s spin‑off of Amrize, which alone represented a substantial portion of the year’s total deal value, underscoring how a single large transaction can significantly influence the overall Swiss M&A market. Holcim completed the 100% spin‑off on June 23 2025, of its North American business into a newly listed company called Amrize Ltd, which began trading on the SIX Swiss Exchange and the New York Stock Exchange in June 2025 after receiving strong shareholder approval (“Bär & Karrer Advises Holcim and Amrize on the Spin-off of Amrize”, Bär & Karrer; “Swiss M&A market in 2025: solid M&A year in a challenging economic environment”, KPMG).

In late 2025, US private equity firm SK Capital Partners agreed to acquire a majority stake in Swiss‑based Swixx Biopharma AG at a valuation above CHF 1.4 billion, signalling strong international investor interest in Swiss life sciences platforms. The Swixx BioPharma Group is a leading global full-service partner in the distribution of biopharmaceutical products, particularly in Central and Eastern Europe and Latin America (“Bär & Karrer Advises SK Capital LP on the Acquisition of Swixx BioPharma Holding AG”, Bär & Karrer).

In 2025, the Swiss M&A market continued the recovery that began in 2024, with deal count and total transaction value growing compared with previous years.

Cross-border dealmaking continued to strongly shape the market. By sector, technology, media, and telecommunications (TMT) led in terms of deal count, while pharmaceuticals and life sciences dominated in deal value. Private equity remained a key pillar of the Swiss M&A market, marking around 28% of all transactions, sustaining overall market momentum (Clarity on Mergers and Acquisitions, KPMG).

The prospects for a moderate increase in deal flow in Switzerland in 2026 present a positive M&A landscape. Based on recent trends and current market conditions, we can expect a cautiously optimistic outlook for Swiss M&A activity, although rising global uncertainties may have an adverse effect on M&A activity also in Switzerland (Deloitte M&A Activity of Swiss SMEs Report 2026; Clarity on Mergers & Acquisitions, KPMG).

Swiss companies have shown increased appetite for foreign acquisitions, with outbound transactions being at a consistently high level in 2025. This trend is likely to continue, driven by the strong Swiss franc making foreign acquisitions more attractive. The TMT sector is expected to drive deal activity, while pharmaceuticals and life sciences is likely to keep attracting capital due to its size and strategic importance. The ongoing need for digital transformation and AI advancements is expected to drive growth in this sector.

It therefore remains to be seen how the M&A market will continue to evolve and whether new trends will develop. Overall, however, there is reason for optimism. This includes trends related to:

• Industry consolidation, M&A-driven growth, financing considerations, or other factors;

• Distressed M&A work – takeover reorganisations, bidding, post-M&A closings;

• Portfolio reshaping and carve-outs; and

• The stabilisation of interest rates.

In general, M&A practice, which has been influenced by a strong sellers’ market in recent years, continues to shift slightly towards a more balanced approach. Discussions that were not possible in the past few years – for example, regarding closing conditions, purchase price adjustments, or deferred purchase price elements – have become more common again (2026 Outlook: Swiss M&A Industry Trends, PwC; Clarity on Mergers & Acquisitions, KPMG).

In recent years, the relevance of financial investors on the Swiss M&A landscape has been progressively increasing. Bär & Karrer has noticed a focus on both the buy-and-build strategy, with private equity firms acquiring companies with the same or a similar business model to realise synergies and build a strategic alliance (for example, various add-on acquisitions of Netrics group, a portfolio company of Bregal Unternehmerkapital and roll-ups in the audit sector), and larger single deals (such as the purchase of Acronis by EQT). Bär & Karrer expects that this trend will continue.

Shareholder activism is still moderate in Switzerland compared with other jurisdictions, with the Swiss corporate community being rather critical of such action, as it is regarded as short-term oriented.

Swiss M&A transactions involving around companies that have their equity securities (fully or partially) listed on a Swiss exchange (in the case of non-Swiss-domiciled issuers, only if the main listing is in Switzerland) are subject to the Swiss Financial Market Infrastructure Act (FMIA) and the Swiss Federal Merger Act.

These pieces of legislation are mainly driven by the concept of freedom of investment, meaning that the target’s shareholders should be put in the position to make a free decision whether to accept a tender offer, without having to fear repercussion by being minoritised. Another fundamental concept implemented in these acts is the equality of a target’s shareholders and their equal treatment.

In essence, these two concepts demand a higher grade of regulation compared with private transactions. Within the framework of the FMIA, the SIX Swiss Exchange is tasked with issuing regulations regarding the admission of securities to listing and continued compliance with such obligations.

The Swiss Takeover Board (TOB) and the Swiss Financial Market Supervisory Authority (FINMA) form the controlling bodies and are responsible to enact such regulations in light of the Swiss public takeover regime. In this set-up, FINMA acts as a superior instance to the TOB, so that decisions made by the TOB may be disputed in front of FINMA and ultimately in front of the Swiss Federal Administrative Court.

Private transactions are much less regulated, as there is no specific act regulating the acquisition of a privately held company. The key legislation for private M&A is the Swiss Code of Obligations, with its general laws regarding sales law, which, in general, implements the concept of the will of the parties. The parties involved thus possess greater flexibility to determine the applicable contractual rules. These contractual rules are driven by individual negotiations and agreements. However, certain legislation may be applicable depending on the parties involved and the nature of the transaction. This may include the Antitrust Act and the Act on the Acquisition of Real Estate by Persons Abroad (Lex Koller).

The most notable reform in recent years was the entry into force of the new Swiss corporate law as of January 1 2023. There are a variety of changes, the most notable ones being the introduction of interim dividends and the so-called capital band, which grants more flexibility on changes of a company’s capital structure. Furthermore, the reform introduced new ways to hold shareholder and board meetings, implementing lessons learnt during the pandemic and increasing the flexibility of how resolutions can be passed.

New non-financial reporting requirements and due diligence obligations related to conflict minerals and child labour entered into force in Switzerland in 2022. The Federal Council opened consultations in its meeting on June 26 2024 to continue to align the rules for sustainable corporate governance internationally. Even though these obligations and requirements currently only affect a limited number of companies in Switzerland, they still indicate a growing focus on ESG and corporate social responsibility, and show a clear trend of priorities. In the event of harmonisation with European law, thousands of companies would be obliged to report on their risks in the areas of the environment, human rights, and corruption, as well as the measures taken to mitigate them.

Furthermore, the introduction of the OECD/G20 BEPS pillar two, which aims to establish a global minimum tax, is set to significantly impact tax structuring for cross-border M&A transactions. Companies are advised to carefully consider these changes when planning international deals.

Switzerland will update its merger control rules by introducing the SIEC test (significant impediment to effective competition). Unlike the current dominance-plus test, which requires a dominant market position that could eliminate effective competition, the SIEC test allows intervention whenever a merger significantly impedes competition. This brings Swiss law closer to EU standards and could lead to more detailed reviews of transactions in concentrated markets. The reform is expected to enter into force in 2027 (“Parliament Passes Revision to Swiss Cartel Act”, Homburger).

Switzerland will introduce the Investment Screening Act in 2027. The foreign direct investment regime will only cover acquisitions of control over Swiss companies by foreign state investors (not private investors) in critical sectors. The aim is to protect public order and security while Switzerland remains open to foreign investments. For M&A, this may introduce additional filing requirements, longer timelines, and potential uncertainty in cross-border deals, but only for transactions involving targets active in critical sectors and foreign state investors.

Generally, the regulatory landscape for most Swiss transactions is not too formalistic. Swiss law is fairly liberal, allowing the dealmakers to have a high flexibility with regard to structuring a deal.

A misconception one might have is that only the pharma sector and financial services are relevant in Switzerland. However, this is not true, as the M&A activity of SMEs (also in the industrial sector) is a key driver. Furthermore, Switzerland has been able to attract a lot of startups, not least because of its liberal regulations and high level of education.

It is rare to find a complete ownership chain for Swiss target companies that can be traced back to their incorporation. As a result, sellers intending to sell such companies should begin the process of cleaning up their chain of title well in advance of initiating the sales process, to avoid potential delays.

The adoption of AI, machine learning tools, and big data is still on the rise in Switzerland. As digitalisation becomes more prominent, Swiss law firms are recognising the importance of incorporating these technologies into their operations to improve efficiency.

Bär & Karrer’s experience shows that these tools can be very useful, and it is therefore expected that further new instruments will be developed and that their relevance for M&A transactions will continue to increase.

In an ideal scenario, an offeror holds more than 98% of the voting rights in the target company following a public tender offer, as this allows the offeror to file for cancellation of the remaining shares in a statutory squeeze-out court procedure pursuant to the FMIA against payment of the offer price to the holders of the cancelled shares. If the offeror falls short of the 98% threshold but holds at least 90% of the voting rights, full ownership can be achieved through a squeeze-out merger pursuant to the Swiss Merger Act. However, this carries a higher litigation risk than the aforementioned FMIA procedure.

Therefore, while holding more than 50% of the voting rights will give an offeror effective control over a company, and 66⅔% of the voting rights together with the majority of the capital allows the taking of certain important resolutions that by law are subject to this higher quorum, an offeror will typically want to reach at least the 90% threshold to be able to obtain full control.

In mandatory takeover offers, minimum acceptance threshold conditions are not permissible (more on this below). A voluntary offer, however, may be conditional on a minimum acceptance threshold, though only if the threshold is not unrealistically high. Whether the TOB considers a threshold as unrealistically high depends on the circumstances of the case.

In the absence of significant holdings by the offeror in the target company before the offer, the TOB will typically not permit a condition requiring that the offeror reaches the 90% threshold. In contrast, a 66⅔% minimum acceptance threshold is generally accepted even if the offeror holds no, or only a limited number of, shares before the offer. However, in practice, the vast majority of successful public tender offers have also cleared the 90% hurdle.

Swiss law allows hostile and friendly takeover bids, but an offer that is supported by the target company’s board is more likely to be successful. In a friendly takeover, the offeror and the target company will typically enter into a transaction agreement pursuant to which the target’s board of directors agrees to recommend the offer to its shareholders subject to a ‘fiduciary out’ in the event of a superior offer. It is also customary for the target to agree in the transaction agreement not to solicit offers from third parties.

The permissibility of conditions that may be attached to a public takeover offer depends on whether the offer is voluntary or mandatory. The duty to make a mandatory offer is triggered if the offeror acquires shares in a company exceeding the threshold of 33⅓% of the voting rights or a higher threshold of up to 49% that applies pursuant to a so-called opting-up clause in the target’s articles of association (Swiss law also allows companies to opt out from the mandatory bid regime).

With respect to mandatory offers, there is only a very limited number of offer conditions that the TOB deems permissible. These include that no injunction or court order prohibiting the transaction will be issued and that necessary regulatory approvals will be granted, as well as conditions ensuring the ability of the offeror to exercise the voting rights (i.e., entry in the share register and abolishment of any transfer and/or voting restrictions).

In voluntary offers, the TOB accepts a much wider range of conditions, including minimum acceptance thresholds (see above), ‘no MAC’ (material adverse change) conditions, and conditions protecting the offeror against disposals and distributions by the target.

As the valuations are lower and it is more challenging to obtain financing, there is a growing interest in peer-to-peer transactions.

Generally, break fees are deemed acceptable if they serve to compensate the offeror for potential costs associated with a failed transaction. However, break fees that are excessive and restrictive, and that may hinder shareholders’ freedom to accept or reject an offer or discourage competing bids, could be considered invalid. It is important to note that there is no clear-cut answer in Swiss legal doctrine or case law on this matter.

In contrast to the US and Asia, locked-box pricing mechanisms are commonly used and considered acceptable in Switzerland. To minimise balance sheet risks and avoid disputes over post-closing purchase price adjustments, sellers often prefer the use of locked-box pricing mechanisms. However, hybrid deal structures combining locked-box and closing accounts are also emerging, reflecting increasing sophistication in Swiss M&A transactions.

Locked-box pricing mechanisms are often accompanied by interest payments or cash-flow participation for the period between the locked-box date and the payment of the purchase price (i.e., closing). Furthermore, buyers are more willing to accept longer periods between the locked-box accounts date and closing.

The use of warranty and indemnity (W&I) insurance in private M&A deals has increased in Switzerland in recent years. Buyer policies are used almost exclusively (compared with seller policies), which can be a solution to bridge the ‘liability gap’ where a seller is prepared to give representations and warranties but wants to cap its liability at a level that the buyer is not comfortable with – the W&I insurance can increase the overall cover available for the buyer (especially with the extensive coverage enhancements available under such policies).

Sellers typically aim to minimise conditionality to ensure higher transaction certainty. This includes a decrease in the use of MAC clauses, and for some sellers, the merger control assessment outcome can impact their choice of a bidder during an auction. Additionally, it is becoming more common to include ‘hell or high water’ clauses as part of the merger clearance closing condition.

When dealing with a Swiss target company, a Swiss law-governed share purchase agreement with jurisdiction in Switzerland is almost always seen, as there are clear benefits to using domestic law and a domestic forum. Furthermore, several legal matters, including the valid transfer of shares and governance provisions, cannot be subject to any other choice of law.

If a private equity or another investor shares an investment in a target with another party, the investor’s ability to exit and the exit route depend on the shareholders’ agreement terms. Typically, the most prevalent exit routes are trade sales to strategic investors or private equity firms, which include secondary buyouts.

While IPO exits on the SIX Swiss Exchange are less common, they have gained appeal in recent years.

To increase deal certainty, there is a rising tendency towards dual-track processes, especially during volatile and unpredictable markets, to maximise valuation, even though running simultaneous IPO and M&A processes is very complex.

The Swiss M&A market is expected to stay active beyond 2025 but highly nuanced, shaped by an interplay of geopolitical tension, macroeconomic recalibration, and shifting investor strategies. The sustained uncertainty from geopolitical hotspots – most notably the wars in Ukraine and the Middle East – combined with tightening global trade regimes and regulatory scrutiny, continues to inject volatility into the markets. However, relative monetary stability and the current low interest rate environment and the prospect of gradual rate easing 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.

Strategic buyers and private equity will continue to pursue opportunities, particularly in add‑ons, carve‑outs, and portfolio reshaping (“Swiss SMEs are increasingly attractive to international investors: Record level of acquisitions from abroad”, Deloitte).

Technology‑driven transactions are poised to lead deal flow as companies increasingly use M&A to accelerate digital transformation and AI capabilities. Sectors such as TMT and healthcare are expected to attract sustained interest due to innovation demand and structural growth drivers (2025 Mid-year outlook: Swiss M&A Industry Trends, PwC).

Switzerland’s stable economy and strong institutional framework will keep attracting foreign capital, particularly from Europe and North America, while regulatory developments and cross‑border considerations will continue shaping deal execution. Legal advisers are likely to focus on compliance, deal structuring, and efficient transaction processes in an evolving market environment (2025 Mid-year outlook: Swiss M&A Industry Trends, PwC).