Although the Number of Transactions Declines, Mexico’s M&A Market Moves More Capital
In the first half of this year, M&A operations in Mexico declined by 19%, but the total value of transactions increased by 21% compared to the same period in 2025.
Although the number of transactions has decreased, the Mexican mergers and acquisitions market is moving more capital and concentrating competition among law firms on large-scale, highly complex transactions.
For some time, the M&A market in Latin America has shown a clear trend: fewer transactions, but with greater value. Mexico has not escaped this pattern. During the first half of this year, the country recorded 118 deals, 19% fewer than in the same period of 2025. However, the 56 transactions with publicly disclosed values represented USD 10.912 billion, an increase of 21% year-over-year, according to information from TTR Data.
Santiago Ferrer, Corporate Partner at Cuatrecasas – Mexico City, commented that the entire region is showing signs of the same dynamic. While Brazil has followed this pattern for years, Colombia and Chile are displaying similar trends in certain sectors.
“Markets that mature tend to generate consolidation transactions that increase the average size of deals while reducing their absolute number.”
Eduardo Pizarro, Partner at SMPS Legal – Mexico, explained that the trend of fewer but larger deals reflects a global phenomenon. Based on LSEG data cited by the Financial Times, he noted that the global value of M&A transactions reached USD 2.8 trillion during the first half of this year, 49% higher than during the same period in 2025. The increase was driven by a record number of transactions exceeding USD 10 billion, despite a decline in the total volume of deals. In his view, the results reflect a more selective market.
“Economic, commercial, and regulatory uncertainty has raised the internal approval thresholds for investments. Buyers are prioritizing large-scale assets, established platforms, critical infrastructure, and companies with differentiated competitive positions. By contrast, smaller transactions or those with less defined risk profiles face longer decision-making and financing processes.”
According to his analysis, the largest transactions are driven by a strategy of transformation. In an environment of moderate economic growth and greater execution risks, financially strong companies are using acquisitions to gain scale, acquire capabilities that are difficult to develop organically, access strategic assets, and strengthen their position within regional supply chains. Based on the experience of his firm’s clients, he identified several key drivers:
- Consolidation of strategic sectors.
- The need to meet growing demand for electrical infrastructure.
- Access to already developed industrial capabilities.
- Availability of financing for buyers with strong balance sheets.
- Corporate decisions to redefine business portfolios and concentrate capital on core operations, as demonstrated by the GE Vernova transaction, one of the largest deals completed during the first half of this year.
From a legal perspective, he explained that these transactions require structures capable of distributing risks among buyers, sellers, lenders, and other stakeholders. In this context, price is no longer the only relevant component. Greater importance is placed on regulatory approvals, conditions precedent, price adjustment mechanisms, allocation of contingencies, obligations between signing and closing, business continuity, and post-merger integration planning.
Within Mexico’s domestic M&A market, industries linked to strategic sectors such as industrial real estate, energy, infrastructure, advanced manufacturing, logistics, technology, and services supporting North American supply chain integration have become increasingly important.
Pizarro emphasized that the market has become more disciplined and concentrated on opportunities capable of justifying their complexity and execution costs. He also noted that he increasingly hears that global geopolitical conflicts are encouraging European investors to seek opportunities in emerging economies, with Mexico being particularly well positioned.
A Combination of Factors
For this year, the World Bank projected that Mexico’s GDP will grow by 1.3%, lower than the 1.6% forecast issued at the beginning of 2026. The revision reflects the performance of the U.S. economy, Mexico’s primary trading partner, as well as uncertainty surrounding the review of the USMCA.
Among the major transactions completed during the first half of the year was GE Vernova’s acquisition of the remaining 50% stake in Xignux’s Prolec joint venture. The deal, which gave GE Vernova full control of the partnership established 31 years ago, was valued at USD 5.275 billion.
Another major transaction completed during the same period was Fibra Monterrey’s acquisition of 80% of Fibra Macquarie certificates for USD 1.7 billion.
According to TTR Data, during the first half of 2026, the real estate sector recorded the highest number of transactions in Mexico and achieved a 110% increase in transaction value compared with the same period in 2025.
FIBRAs Become Key Players
Real Estate Investment Trusts (FIBRAs) have become central players in megadeals because they combine scale, access to capital markets, and portfolios of income-generating assets, all of which are highly valued in the current market.
As the SMPS Legal partner explained, compared with a conventional real estate acquisition, FIBRAs significantly expand the range of available transaction structures. They allow large property portfolios to be grouped into investment vehicles capable of acquiring assets, issuing certificates, using debt financing, exchanging securities, and attracting institutional investors, as demonstrated by Prologis FIBRA’s acquisition of Terrafina in 2024.
According to Ferrer, the concentration of FIBRAs in large-scale transactions is driven by several converging dynamics:
- The need to achieve sufficient scale to access international financing under competitive conditions.
- Pressure from institutional investors seeking larger and more liquid investment vehicles.
- Opportunities to capture operational synergies in the management of increasingly extensive portfolios.
Complex Negotiations
Beyond the value of a transaction, large M&A deals in Mexico must comply with multiple legal frameworks.
From a competition law perspective, any transaction exceeding the notification thresholds established by the National Antimonopoly Commission (CNA) requires a thorough merger review.
For megadeals involving significant horizontal or vertical overlaps, authorities frequently impose structural or behavioral remedies, require partial divestitures, or extend review timelines considerably.
“Coordination with competition authorities in other jurisdictions, when the parties operate internationally, adds another layer of complexity,” commented the Cuatrecasas partner.
Large transactions also involve sophisticated financing structures, including international syndicated loans, capital market debt issuances, bridge loans followed by refinancing, and, in some cases, equity commitments subject to regulatory approvals. As a result, financial documentation is negotiated simultaneously with corporate transaction documents, multiplying the number of workstreams.
Pizarro highlighted the importance of coordinating the purchase agreement with tax structures, financing documents, funding conditions, collateral packages, and restrictions arising from existing debt.
“The greatest risk is the lack of alignment between the seller’s need for closing certainty and the conditions required by lenders. Therefore, the financing structure must be developed in parallel with the corporate negotiation.”
The complexity of a transaction also depends on the industry involved. Deals in sectors such as energy, telecommunications, financial services, and transportation infrastructure often require sector-specific authorizations, notices, or additional approvals that become critical closing conditions.
In some cases, companies must evaluate concessions, permits, foreign investment requirements, land use, water rights, energy supply, and relationships with authorities at different levels of government while protecting the planned closing date and ensuring business continuity.
The SMPS Legal partner added that enhanced due diligence has evolved into a comprehensive system for identifying, quantifying, and allocating risks. It distinguishes between issues that could prevent closing, contingencies requiring indemnification, matters that can be resolved before completion, and issues that must be addressed during post-merger integration.
“In addition to traditional corporate, contractual, and financial matters, due diligence often includes competition law, tax, labor, environmental compliance, anti-corruption, anti-money laundering, data protection, intellectual property, international trade, sanctions, cybersecurity, and ESG considerations.”
Source: lexlatin
