Table of Contents
Corporate and M&A · 2026
Recent European and Baltic deals, three proposed changes to Estonian company law and the ways buyers finance an acquisition.
In short
M&A activity in Europe and the Baltics remains active but selective in 2026, with buyers focusing on strategic acquisitions that provide access to technology, expertise, market position and scale. In Estonia, proposed amendments to the Commercial Code could introduce greater flexibility in share transfers and shareholder decision-making, while strengthening shareholders’ information rights. This article highlights recent M&A transactions, key legislative developments and practical financing options that Estonian companies should consider when planning an acquisition or sale.
The M&A market in 2026 is active but selective. Buyers continue to pursue transactions with a clear strategic rationale, particularly where an acquisition provides access to technology, expertise, market position or scale.
This article looks at three areas relevant for Estonian companies: recent M&A activity in Europe and the Baltics, proposed changes to Estonian company law, and practical financing options for acquisitions.
M&A Activity in Europe and the Baltics: Selective Markets, Strategic Consolidation and Sector Shifts
European M&A activity has remained active in 2026, although buyers continue to be selective. Recent transactions show buyers focusing particularly on strategic capabilities, technology, infrastructure and access to new markets. Defence, energy and technology remain among the sectors attracting significant attention.
One notable example is German AI company Langdock, which moved its holding structure from the United States to Germany through a so-called “reverse flip”, establishing a German Societas Europaea (SE). The transaction reflects a broader trend among European technology companies to reconsider where key intellectual property, corporate structures and strategic assets should be located.
Defence has also become an increasingly visible part of the M&A market. In July 2026, DEUTZ agreed to acquire FFG Flensburger Fahrzeugbau Gesellschaft for approximately €1.6 billion, significantly expanding its activities in defence-related vehicle manufacturing.
In the Baltics, recent transactions show that strategically attractive assets continue to find buyers across a range of sectors.
In Estonia, Tallinn-based Ringy acquired UPGREAT, a major Baltic retailer of used and refurbished electronics. The transaction combines Ringy’s technology and sourcing capabilities with UPGREAT’s established retail and refurbishment operations.
Coop Eesti also became the owner of Prisma Peremarket’s Estonian business and its 13 stores in September 2026, marking one of the more significant recent consolidation transactions in the Estonian retail sector.
Cross-border consolidation is visible as well. Falber Investments OÜ, the parent company of Estonian agricultural group Agrone, has agreed to acquire the Rīgas piena kombināts group in Latvia. The transaction remains subject to the relevant regulatory approvals.
Another notable transaction came from the defence technology sector, where Munich-based Quantum Systems acquired Tallinn-based SensusQ, an Estonian company specialising in intelligence software and operational data analysis. The acquisition gives Quantum Systems additional software and intelligence capabilities while bringing specialist Estonian technology into a larger European group.
Germany · Technology
Langdock moves its holding to Germany
A “reverse flip” from the United States into a German Societas Europaea (SE).
Germany · Defence
DEUTZ agrees to acquire FFG
About €1.6 billion, significantly expanding its defence-related vehicle manufacturing.
Estonia · Retail
Ringy acquires UPGREAT
Technology and sourcing combined with an established Baltic refurbishment and retail business.
Estonia · Retail
Coop Eesti takes over Prisma’s Estonian business
13 stores, September 2026.
Estonia → Latvia · Food
Agrone’s parent agrees to buy Rīgas piena kombināts
Cross-border consolidation, subject to regulatory approvals.
Germany → Estonia · Defence tech
Quantum Systems acquires SensusQ
Intelligence software and operational data analysis from Tallinn.
Taken together, these transactions suggest a clear strategic focus: acquisitions are being used to add technology, market position, specialist expertise, distribution or scale that could otherwise take significant time to develop internally.
For sellers, this makes preparation particularly important. Where buyers have alternatives, valuation assumptions, transaction structure and issues identified during due diligence are likely to receive close scrutiny.
Proposed Changes to Estonian Company Law: Three Key Changes
A new bill amending the Estonian Commercial Code is currently at an early stage of proceedings in Parliament. The bill was initiated on 14 September 2026 and passed its first reading.
As the bill is still at an early stage, no changes to existing corporate documents or procedures are required at this point. However, companies and investors should follow the legislative process, as the final amendments may affect share transfers, shareholder information rights and quorum provisions in articles of association.
The bill contains a broader set of amendments, but three proposed changes are particularly relevant from a practical corporate and M&A perspective.
The three changes at a glance
| Topic | Today | Under the bill |
|---|---|---|
| Share transfer | An ordinary notarised transfer completes only once entered in the Commercial Register. | The share transfers on the disposal transaction, and the parties can set when. |
| Information rights | Uncertain in practice where activities sit in subsidiaries. | Expressly extended to subsidiaries, to the same extent as the parent company. |
| Quorum | Generally, more than half of the votes must be present; the articles can only set a higher quorum. | The articles can set a different quorum, including a lower one. |
Share transfers would no longer depend on registration
Since September 2023, a transfer of a share in an Estonian private limited company (osaühing, OÜ) subject to the ordinary notarised transfer regime is completed only once the change has been entered in the Commercial Register.
The bill proposes to change this. A share would once again transfer on the basis of the disposal transaction itself, and the parties could determine when the transfer takes effect.
The shareholder list would remain visible in the Commercial Register, but the register entry would no longer determine when ownership passes. For ordinary notarised transfers, information received from the notary would be entered into the register automatically, while responsibility for maintaining the shareholder list would return to the management board.
Practical implications
A share transfer would no longer depend on the management board submitting a separate register application. This should make the transfer process more flexible and give the parties greater control over the timing of closing. At the same time, companies will need to pay closer attention to keeping their shareholder records accurate.
Shareholders would have an express right to information about subsidiaries
The bill would expressly extend a shareholder’s information rights to the company’s subsidiaries.
Under the proposed rules, a shareholder could request information and documents concerning subsidiaries to the same extent as information concerning the parent company. The change is intended to resolve uncertainty that has arisen in practice where important business activities or assets are held through subsidiaries.
The management board would generally have four weeks to respond to an information request. If the information is refused or not provided within that period, the shareholder would then have three months to apply to court.
Under the bill
generally, for the management board to respond to an information request
for the shareholder to apply to court if the information is refused or not provided
Practical implications
For groups of companies, material business activities and liabilities may sit below the parent company level. The amendment would make it more difficult to restrict a shareholder’s access to relevant information simply because the activity is carried out through a subsidiary.
For example, an Estonian holding company may have no significant business operations of its own, while its subsidiary holds the group’s key assets, enters into major contracts and generates most of its revenue. Under the proposed rules, a minority shareholder of the holding company could request relevant information and documents concerning the subsidiary directly from the holding company’s management board, rather than being limited to information about the parent company itself.
Companies could set a lower quorum in their articles of association
Under the current rules, an OÜ shareholders’ meeting generally has a quorum only if more than half of the votes represented by the shares are present. The articles of association may currently impose a higher quorum, but they cannot reduce this statutory minimum.
The bill would change this by allowing companies to set a different quorum in their articles of association, including one below the current statutory threshold.
Practical implications
This would give companies considerably more flexibility. However, lowering the quorum can also materially change the balance of decision-making within the company. For example, if the articles allow a meeting to proceed when only 30% of all votes are represented, an ordinary resolution requiring a simple majority of the votes represented at the meeting could, in principle, be adopted with just over 15% of all shareholder votes.
The quorum should therefore not be reduced without considering the company’s ownership structure and the majority requirements applicable to different decisions. Statutory qualified-majority requirements would continue to apply: for example, an amendment to the articles of association would still require at least two-thirds of the votes represented at the meeting.
Example from the article
The articles would let the meeting proceed when only 30% of all votes are represented.
If the articles allowed a 30% quorum, an ordinary resolution could, in principle, pass with just over 15% of all shareholder votes.
Practical M&A: Financing an Acquisition
An acquisition does not necessarily have to be financed entirely from the buyer’s own funds or through a traditional bank loan. In practice, transaction financing can combine several different sources, depending on the size of the deal, the buyer’s financial position and the commercial agreement between the parties.
Some of the main options include:
Equity financing
Capital contributed by existing owners or new investors in exchange for shares. For example, an investor may provide part of the funds required for an acquisition in return for a minority stake.
Bank or acquisition financing
A loan or credit facility used to finance part of the purchase price. For example, the buyer may finance 40% of the transaction from its own funds and 60% through debt financing.
Private credit
Financing provided by a private fund or other non-bank lender. It may offer an alternative where traditional bank financing is not suitable or sufficient.
Seller financing
The seller agrees that part of the purchase price will be paid over time rather than at closing. For example, €3 million may be paid at closing and €1 million over the following two years.
Earn-out
Part of the purchase price is linked to the future performance of the target company. For example, an additional payment may become due if an agreed revenue or EBITDA target is achieved.
Rollover equity
The seller reinvests part of the sale proceeds into the new ownership structure instead of receiving the entire purchase price in cash. For example, the seller may receive 80% in cash and retain a 20% investment in the business after the transaction.
Deferred consideration
Part of the agreed purchase price is paid at a later date. Unlike an earn-out, the payment is generally not dependent on the company achieving future performance targets.
In many transactions, several of these tools are used together. A combination of equity, debt and deferred or contingent payments can reduce the amount of cash required at closing and may also help bridge differences between the buyer’s and seller’s valuation expectations.
The financing structure should therefore be considered together with the transaction structure itself. The right solution will depend on matters such as the target’s cash flow, available security, tax implications, financing costs and the level of risk each party is prepared to retain.
Corporate and M&A
Planning a sale or an acquisition?
Hedman advises companies, shareholders and investors throughout the M&A process, including transaction structuring, due diligence, negotiations, regulatory matters and closing.
If you are considering a transaction or would like to understand how prepared your company is for a future sale or acquisition, please contact our Corporate and M&A team.
Frequently asked questions
What changes does the Estonian Commercial Code bill propose for M&A?
Three proposed changes matter most for transactions. A share transfer would no longer depend on the Commercial Register entry, shareholders would get an express right to information about subsidiaries, and companies could set a lower quorum in their articles of association. The bill (1008 SE) was initiated on 14 September 2026 and is still in proceedings, so no changes to corporate documents are needed yet.
When does a share transfer in an Estonian OÜ take effect today?
Since September 2023, a share transfer under the ordinary notarised regime is completed only once the change is entered in the Commercial Register. Under the bill, the share would transfer on the basis of the disposal transaction itself, and the parties could decide when the transfer takes effect.
Can a shareholder ask for information about a subsidiary?
Under the proposed rules, yes. A shareholder could request information and documents about subsidiaries to the same extent as about the parent company. The management board would generally have four weeks to respond, and if it refuses or does not respond in time, the shareholder would have three months to apply to court.
Can an Estonian OÜ set a quorum below 50%?
Not today: the articles of association can raise the quorum but not lower it below the statutory minimum. The bill would allow a lower quorum. With a 30% quorum, a simple-majority resolution could in principle pass with just over 15% of all votes, while statutory qualified majorities, such as two thirds of the votes represented at the meeting for amending the articles, would still apply.
How can an acquisition be financed?
A buyer can combine several sources: equity, bank or acquisition financing, private credit, seller financing, an earn-out, rollover equity and deferred consideration. Combining them can reduce the cash needed at closing and help bridge different valuation expectations between buyer and seller.
What is the difference between an earn-out and deferred consideration?
Both move part of the purchase price to a later date. An earn-out links that payment to the target’s future performance, such as an agreed revenue or EBITDA target, while deferred consideration is generally paid regardless of performance.
