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Australia's "maze of uncertainty" scuppers $40 billion in M&A and clouds outlook

Australia's "maze of uncertainty" scuppers $40 billion in M&A and clouds outlook

In Australia, the biggest buyouts in 15 years have failed this year. Misaligned valuations and regulatory risks are adding to the challenges of navigating a regulatory environment that is becoming increasingly strict.

The ADNOC-led group's decision to withdraw from its bid of $18,7 billion for Santos (Australia's second-largest gas producer) is the latest high-profile deal to fail in Australia in this year.

Sources reported that the ADNOC bid, via its investment vehicle XRG was shelved because of disagreements between the parties on potential capital gains taxes relating to a Santos property.

Analysts said that the deal would also have had difficulty being approved by Australia’s Foreign Investment Review Board. Analysts said that the bid, including Santos's debt, was the largest cash offer ever made in Australian history.

According to LSEG, the collapse of the deal has pushed up the value of failed transactions to its highest level since 2010. This raises questions about the feasibility and viability of large-scale deals in Australia.

Advisors say that the lengthy approval process, which includes reviews by the Australian Competition and Consumer Commission, FIRB and various government agencies, makes it difficult to complete deals in Australia.

Garren Cronin is a managing director of Cadence Advisory.

He said that factors such as technological changes disrupting multiple industries, and the new ACCC regulations effective Jan. 1, which require regulatory pre-approval for most deals, had made deal conditions more difficult.

Cronin stated that "Regulatory overreach by the ACCC has created a maze-like uncertainty." "The ACCC has successfully pushed for a mandatory review process... which has added a significant burden to the deal activity."

In the past, companies were able to seek ACCC approval voluntarily in order to reduce the chance of the regulator interfering with deals they deemed anti-competitive and enforcing them.

'MORE STRESS, TENSION'

ACCC spokesperson said that the new regime is designed to "strike the right balance" between preventing and detecting anti-competitive purchases, while still allowing those acquisitions which are unlikely to cause competition issues to be completed with certainty.

This includes a provision that allows low-impact acquisitions to request a waiver to remove the notification obligation.

However, advisers said that the longer timelines to complete the regulatory process and finalise large ticket transactions increase the risk of the deal.

Lance Sacks is a corporate partner with Baker McKenzie. He said: "Time kills deal, whether it's private M&As or public M&As. Losing momentum in the current M&A climate."

There's a valuation gap. The funding is available, but it has to make sense.

"Buyers (and) corporate boards are much more thoughtful, diligent and cautious before they make a decision."

Peabody Energy pulled out of its $3.8 billion offer for Anglo's Queensland assets in August, while Brookfield & Bain withdrew their $2.5 billion bids earlier in 2025 for Insignia Financial.

The Australian financial services company signed a $2.2 billion purchase agreement with New York-based CC Capital in July.

David Eliakim, KWM's M&A practice leader, said that some bidders who were considering complex deals tried to anticipate future regulatory issues which could arise from the FIRB or ACCC.

This has led to some more difficult issues being discussed and addressed before the bid documents are signed. This creates more tension and stress than would otherwise be possible, and this in turn affects whether or not transactions are completed. (Reporting and editing by Scott Murdoch, Sumeet chatterjee, Kim Coghill).

(source: Reuters)