'Classic' M&A won't return back. Trends in the Russian M&A market' 2025
Here are a few key takeaways from Kommersant Publishing House interviews with local law firms:
In 2022–2023, deals involving foreign entities exiting Russian assets were the "primary driver of market growth." By 2025, the volume of such deals had dropped "significantly," as the "first wave" had passed. Regulations tightened starting in 2024, making the rules "effectively prohibitive."
While 2022 was characterized by the "speed" of agreements, investors have now returned to full-scale negotiations and meticulous risk assessment. A trend persists of using special-purpose corporate vehicles and "complex" payment mechanisms to ensure "ownership confidentiality" and mask funding sources.
The deals are becoming less standardized. Terms are often dictated by buyers rather than sellers; while sellers are dissatisfied with depressed valuation multiples, investors are wary of taking risks. Deferred payment structures are increasingly common, serving to "distribute risk between the parties and bridge the gap in business valuation between seller and buyer."
The IT sector is seeing the most significant growth in deal activity. Consolidation is also evident there, with major banks and corporations acquiring assets that "complement their core business." Amid high borrowing costs and lower valuation multiples, acquisitions are funded "predominantly" through internal resources.
Investors from China show a "noticeable" presence in international deals, acquiring Russian assets and establishing joint ventures with local players.
Payment-related sanctions complicate the landscape; consequently, the rise in deals involving Asia and the Middle East has been accompanied by a shift toward settlements in alternative currencies—such as the yuan, the dirham, and cryptocurrency.
A significant portion of deals in 2024 and 2025 involved nationalization or the transfer of assets to state-owned or state-linked entities. By some estimates, such transactions account for 7–10% of the total market volume. This trend is influencing risk assessments: the "unpredictable situation regarding 'court-ordered nationalization' discourages interest in many assets."
***
The number of deals in the first half of 2025 fell to 201, down from 233 during the same period in 2024. The total value stood at $18.7 billion (a 12.3% year-on-year decline), according to the M&A Market Bulletin reviewed by Kommersant.
Investors activity slowed due to the high key interest rate, expensive financing, "unclear" long-term economic prospects, exchange rate volatility, inflation, and "inconsistent regulations." The Federal Antimonopoly Service (FAS) and the Ministry of Finance have tightened oversight of deals in strategic sectors. It is easier to simply "sit on cash."
From an economic standpoint, the M&A market will be "largely" shaped by the key interest rate, although some believe that even if rates drop, "classic M&A will not return."
Source/Author: VC.ru/Polina Laakso
Link to original publication: https://vc.ru/invest/2239316-tendentsii-na-rynke-sliyanii-i-pogloshcheniy-v-rossii-v-2025-godu
The article also refers to the Kommersant' publication dated Sep. 30, 2025: https://www.kommersant.ru/doc/8077925