Austria: An Overview
Introduction
In 2025, the Austrian M&A market showed strong signs of recovery, with a significant increase in terms of transaction volume.
There were 221 transactions involving Austrian companies, 24 fewer than in 2024 (a 9.8% decline). Given Europe’s macroeconomic environment, the market has now remained well below the long‑term average of just over 300 deals per year for a third year in a row (EY-Parthenon, M&A-Index Österreich 2025).
By contrast, the transaction volume increased ‒ driven by just three megadeals valued at more than EUR1 billion ‒ to a total of EUR19.6 billion, reaching an 18‑year high. Compared to the previous year, this represents a remarkable increase of EUR14.6 billion (EY-Parthenon, M&A-Index Österreich 2025).
The highest-volume transactions were the acquisition of the Canadian NOVA Chemicals Corp. by (ultimately) Borouge Group International (a joint venture between OMV and ADNOC) with a transaction value of EUR8.9 billion, followed by Erste Group’s acquisition of 49% of Santander Bank Polska and 50% of Santander’s Polish asset management business for EUR7 billion. Similarly, the Vienna Insurance Group’s EUR1.4 billion acquisition of Nürnberger Beteiligungs-AG made all three of the top transactions outbound deals. Sector-wise, life sciences & chemicals and financial services were the most dominant, with transaction volumes above EUR8 billion each (the Erste/Santander transaction mentioned above accounting for the vast majority of transactions in the financial services sector). As in the previous year, the largest number of deals occurred in the industrials and technology sectors (Deloitte, M&A-Monitor Österreich 2025).
Overall, the M&A landscape was shaped by geopolitical uncertainty (the ongoing war in Ukraine, the imposition of tariffs and other uncertainties due to tensions between the US and Europe) and by increasing regulatory complexity in 2025. Nevertheless, the M&A market demonstrated greater resilience than anticipated.
Key Legal Developments
Real estate transfer tax
One of the most significant changes in the Austrian legal landscape was the reform of the Austrian Real Estate Transfer Tax Act. This reform introduced a definition of “real estate company” which covers entities whose business activities focus on the sale, management, or leasing of real property. This includes, in particular, special purpose vehicles (SPVs) engaged in developing and disposing of real estate assets. However, the most significant change for M&A transactions was the reduction of the threshold for triggering real estate transfer tax in share deals to 75% (from previously 95%). As a result, the acquisition of 75% or more of the shares in a company holding real estate property ‒ within a seven‑year period (previously five years) ‒ will now trigger real estate transfer tax, amounting to 3.5% of the fair market value of the underlying properties. For the first time, these new rules extend beyond direct shareholdings and also capture indirect acquisitions, meaning that transactions involving stakes held through several corporate “layers” will likewise fall within the scope of the tax obligations.
Changes to the public markets framework
The EU Listing Act, adopted on 8 October 2024, significantly impacts Austrian capital markets, corporate law and, by extension, Austrian M&A transactions. In particular, important changes in the Markets Abuse Regulation ((EU) 2024/2809) concerned clarification on what constitutes inside information and the ad-hoc disclosure obligations. From 5 June 2026 onwards, inside information relating to intermediate steps in protracted processes will no longer trigger an ad‑hoc disclosure requirement. Instead, issuers will only be required to disclose the final event immediately upon its occurrence. This will also have a significant impact on M&A transactions (as a typical example of a protracted process) and reduce the need for ad-hoc disclosures.
Foreign direct investment control
While there were no changes coming into effect in 2025, the Austrian Investment Control Act (ICA) continues to play a major role in Austrian inbound M&A transactions, with the Austrian authority examining around 100 transactions per year (Federal Ministry for Economy, Energy and Tourism, Activity Report 2023). This is mainly due to low notification thresholds because of broad sectoral coverage and an expansive interpretation of what constitutes a foreign investor. Hence, FDI analysis has become a critical early‑stage component of Austrian deal planning, with material implications for transaction timelines, closing certainty, and contractual risk allocation.
Outlook for the M&A Market in 2026
Recently, the macroeconomic environment has begun shifting in a more M&A‑friendly direction. At the start of 2026, inflationary pressures continue to ease: after rising to 3.5% in 2025, inflation is projected to fall to 2.4% in 2026 (WIFO, Inflation Forecast for 2025 and 2026). Economic growth is likewise expected to improve: following two consecutive years of recession, the European Commission forecasts Austrian GDP to grow by 0.9% in 2026 after a modest 0.3% in 2025 (European Commission, Economic Forecast for Austria). Although interest rates remain a key factor for financing conditions, the ECB’s rate‑cutting cycle of 2024-2025 has already alleviated some pressure, and market analysts expect the monetary stance to stabilise through 2026. Lower inflation, gradually improving growth prospects and a more stable interest‑rate environment are contributing to a more favourable environment for Austrian M&A activity as 2026 unfolds.
On the other hand, the number of insolvencies in Austria has risen steadily in recent years and remained high, with 6,810 registered in 2025, an increase of 3.4% compared to already high levels in 2024. Once again, the largest insolvency involved a Signa-related company (SIGNA Prime Capital Invest GmbH). In 2026, this number is expected to remain steadily high due to ongoing economic pressure, particularly high energy costs and high salary levels across sectors. Interestingly, there have been fewer major insolvencies compared to the previous year (cases in which the liabilities exceeded EUR200 million were down to 4 (11 in 2024) (KSV1870, Insolvenzstatistik 2024/2025). It remains to be seen whether these figures will lead to an increase in distressed M&A deals.