Lazard 2025年并购回顾和2026年展望

and 2026 Outlook Introduction Strong M&A Momentum in 2025Is Expected to Continueinto 2026 “At Lazard, we are definedby our ability to deliverindependent, expert advicegrounded in contextualalpha: the broad judgmentrequired to navigate themacroeconomic,geopolitical, regulatory, andsector-specific factors thatshape transactions and helpleaders see beyond what theworld sees today. With ourdeep local and sectorexpertise, and the convictionto speak truth to power, wehelp our clients navigatecomplexity, evaluatestrategic options, andadvance long-termobjectives with clarityand confidence.” We enter 2026 following a 40 percent increase in announced mergers andacquisitions (“M&A”) deal value in 20251—strong momentum that seems likely tocontinue into the new year. Despite uncertainty surrounding trade and other policies,deal activity proved remarkably robust in 2025. Megadeals and take privates surged,while divestitures and spin-offs accelerated as companies reshaped portfolios. Thesimultaneous pursuit of both scale (for M&A) and focus (for divestitures and spins)may seem paradoxical, but these objectives apply differentially and, in some cases,reinforce one another. Scale is now a prerequisite for competitiveness in many sectors as fixed costsassociated with technology and R&D have risen. Lacking scale can limit acompany’s ability to invest, innovate, and withstand volatility. Well-planned M&Acan provide a fast path to reach the scale needed to accelerate modernization andparticipate meaningfully in global markets. Divestitures similarly allow companies tofocus resources on key development areas. As companies pursue M&A to achieve strategic imperatives such as these,“contextual alpha”—a holistic form of value creation that goes beyond financialmodeling and is grounded in navigating the many non-financial dimensions thatinfluence deal outcomes—is more important than ever for unlocking value in thesetransactions. This includes anticipating geopolitical and regulatory dynamics,assessing macroeconomic and financial-market conditions, and interpreting sector-and subsector-level nuances, among other elements. While the year ahead will bring its own set of unforeseen challenges andopportunities, many of the macro and strategic forces that drove M&A in 2025 arelikely to persist. Overall, the past year underscored the market’s ability to lookbeyond short-term volatility to pursue long-term strategic objectives, which weexpect to continue. To frame the outlook for 2026, this report examines the historical quantitativeand qualitative drivers of M&A, the additional factors that accelerated activity in2025, and the emerging themes that could shape dealmaking in the year ahead.While these strategic and macro dynamics offer important context, regional,sector-specific, and company-level insights will remain essential for identifyingopportunities and managing risks. Peter OrszagCEO and ChairmanLazard Section I:HistoricalDrivers of M&A M&A’s Impact and Its Historical Drivers M&A has been an important engine for growth, not only forcompanies but also for the broader economy In today’s economy, M&A serves as a critical channel through which operational know-how, technological capability, and managerial efficiency diffuse across a broadermarket. Stanford researchers have shown that by shifting underperforming assetsto higher-productivity owners, M&A can improve firm-level performance and raiseaggregate productivity, highlighting its role as a key driver of economic growth.² Theeffect is particularly strong in sectors with a wide range of managerial capability—such as manufacturing and energy—where acquired U.S. power plants, for example,achieved roughly 4 percent efficiency gains within eight months as stronger operatorsran assets more effectively.³ As performance gaps between leading firms and the resthave widened over time, the gains from reallocating assets to more productive ownershave only increased. Given the central role M&A plays in the economy, it is critical to explore the economicand strategic factors that drive M&A activity. Financing conditions remain the dominant quantitative driverof M&A announcements M&A activity historically has been shaped by strategic factors that are often difficultto measure such as corporate ambition, competitive tensions, and the regulatoryenvironment. Beyond these more qualitative factors, there are also quantifiableeconomic and financial drivers of deal activity. An analysis of over 40 macroeconomicvariables found that three measurable factors—valuation and financing conditions,macroeconomic trends, and economic sentiment—account for approximately 60percent of variation in quarterly M&A announced deal value from 2007 to 2025. Andof those factors, valuation and financing conditions (such as P/E ratios and corporatecosts of debt) are especially important, explaining about 50 percent of the totalvariation in announced M&A deal value alone. Of variation in historicaldeal value in th