Germany’s M&A market reignites with €2 billion transactions

Holcim’s €2 billion Xella acquisition

In the largest deal announced in Germany this month, Linklaters and Gibson, Dunn & Crutcher are advising on Holcim’s proposed €1.85 billion ($2 billion) acquisition of Xella, a European leader in sustainable walling systems, from U.S.-based private equity firm Lone Star.

The deal underlines Holcim’s strategic shift toward green construction materials and represents one of the most significant European industrial transactions of 2025. It also highlights Germany’s growing role as a hub for value-driven acquisitions, particularly in sectors aligned with sustainability and infrastructure innovation.

Linklaters is advising Holcim, with corporate partners Marco Carbonare and Martina Farkas leading the mandate alongside Dominic da Gama Campos and Christoph Barth. Gibson Dunn is representing Lone Star, led by London transaction partner Mark Sperotto and Frankfurt office managing partner Dirk Oberbracht — a trusted adviser to Lone Star for nearly a decade. The relationship began in 2016 when Oberbracht, then at Latham & Watkins, oversaw Lone Star’s initial acquisition of Xella from Goldman Sachs and Pai Partners.

The transaction is expected to close in the second half of 2026, pending regulatory approvals. For many observers, it signals a turning point for the German deal market, which had seen a slowdown due to macroeconomic uncertainty and rising financing costs.

€1.6 billion German-Austrian insurance merger

Running in parallel with the Xella deal, another cross-border transaction is reshaping the German market: Willkie Farr & Gallagher LLP and Freshfields Bruckhaus Deringer are advising on Vienna Insurance Group’s (VIG) acquisition of a controlling stake in NÜRNBERGER Versicherung, valuing the German insurer at approximately €1.4 billion.

Under the business combination agreement, VIG intends to launch a voluntary public offer for all NÜRNBERGER shares at €120 per share, representing an extraordinary 173% premium over the three-month volume-weighted average price and a 154% premium over the undistorted XETRA closing price as of May 13, 2025.

Despite the acquisition, NÜRNBERGER will continue to operate independently within the VIG Group, supported by new capital commitments aimed at bolstering its digital capabilities and market reach. The partnership will also unlock operational synergies and reinforce both insurers’ presence across Germany and Central and Eastern Europe.

The Willkie team, led by partners Georg Linde and David Huthmacher with David Jansen, Jacob Ahme, Denise Klasen, and Patrick Kemper, guided NÜRNBERGER through complex negotiations and regulatory considerations. Freshfields, advising VIG, fielded a cross-practice team led by corporate partners Wessel Heukamp and Sabrina Kulenkamp, supported by employment and regulatory specialists Ulrich Sittard, Thomas Granetzny, and Alexander Glos.

“Insurance acquisitions of this magnitude are rare in Germany,” commented Georg Linde, Managing Partner at Willkie in Frankfurt. “For Vienna Insurance Group, this represents a strategic entry into a highly traditional market. For NÜRNBERGER, it’s an opportunity to pursue sustainable growth with an international partner while maintaining its German identity.”

Momentum returns to Europe’s economic powerhouse

The Xella and NÜRNBERGER transactions collectively underscore the revival of Germany’s deal market, which had slowed amid inflationary pressures and investor caution. The resurgence of both industrial and financial-sector M&A highlights the country’s continued appeal as a strategic hub for global investors seeking stable, regulated markets with strong fundamentals.

“After a period of hesitation, we’re seeing renewed confidence,” said one Frankfurt-based partner involved in the Xella deal. “Buyers are returning with a focus on value creation, strategic fit, and sustainable growth.”

Both deals also reflect a broader European trend toward cross-border consolidation and private-to-public transactions, where investors seek to unlock value by taking listed companies private or partnering across borders.

Outlook: a new phase of strategic consolidation

As Germany regains its footing, legal advisers are expected to play a pivotal role in navigating the increasingly sophisticated regulatory and financing environment. Firms like Willkie, Freshfields, Gibson Dunn, and Linklaters are once again at the forefront - not only executing complex cross-border transactions but also shaping the contours of Europe’s next phase of consolidation.

With deal values rising and investor confidence strengthening, the twin transactions of Xella and NÜRNBERGER–VIG stand as symbols of a renewed momentum in Germany’s M&A ecosystem — one that balances tradition with transformation and underscores the country’s enduring centrality in Europe’s corporate landscape.

Sophie Stevenard