Hostile Takeover Bids in Australia: Investor Guide 2025

Hostile takeover bids are back in the headlines, with several high-profile attempts shaking up the Australian corporate landscape in 2025. Whether you’re a shareholder, a board member, or just curious about how these dramatic corporate moves unfold, understanding hostile takeovers is crucial. This article unpacks the mechanics of hostile bids, recent policy updates, and what they mean for everyday investors.

What Is a Hostile Takeover Bid?

A hostile takeover bid occurs when an acquiring company seeks to gain control of a target company against the wishes of its management and board. Rather than negotiating directly with the board, the bidder makes an offer directly to shareholders—typically at a premium to the current share price—to buy enough shares to take control.

• Classic example: In 2024, American private equity firm KKR made a hostile bid for Australian software provider TechnologyOne, sparking a public battle for shareholder votes.

• Key feature: The target company’s board often resists the bid, arguing it undervalues the business or is not in the best interest of stakeholders.

How Hostile Takeovers Work in Australia: The 2025 Landscape

Australia’s regulatory environment is designed to protect both shareholders and companies from unfair practices during takeovers. The Corporations Act 2001 and oversight from the Australian Securities and Investments Commission (ASIC) play central roles. However, 2025 brought several key changes and trends:

• Increased Thresholds: ASIC raised the reporting threshold for substantial shareholdings from 5% to 7% in early 2025, aiming to provide companies more breathing room before a potential hostile bid becomes public knowledge.

• Digital Proxy Voting: Following a major update in late 2024, shareholders can now vote on takeover bids entirely online, speeding up the process and improving transparency.

• Foreign Bidder Scrutiny: The Foreign Investment Review Board (FIRB) continues to scrutinise bids from overseas entities, with particular attention on critical infrastructure and technology firms.

These changes mean that while hostile bids remain possible, the pathway has shifted. Boards have new tools for defense, and investors are more empowered to participate in crucial decisions.

Defensive Tactics: How Companies Respond

When a hostile bid lands, the target company’s board usually springs into action. Common defense strategies include:

• White Knight: Seeking a more favourable acquirer to counter the hostile bidder.

• Poison Pill: Issuing new shares to dilute the bidder’s stake, though Australian law restricts this compared to the US.

• Legal Challenge: Appealing to ASIC or the Takeovers Panel, especially if the board believes disclosure rules were breached.

• Media Campaigns: Ramping up communication to shareholders to argue against the bid, sometimes including independent valuation reports.

Recent examples include the 2025 standoff between mining giant BHP and a smaller lithium producer, where BHP’s unsolicited offer was met with a swift white knight approach—ultimately leading to a bidding war that benefited shareholders with a higher sale price.

What Hostile Takeovers Mean for Investors in 2025

For Australian investors, hostile takeovers can present both risks and rewards. Here’s what to keep in mind:

• Share Price Volatility: The mere announcement of a bid can send shares soaring—sometimes well above pre-bid levels.

• Premium Offers: Hostile bidders typically offer a significant premium to entice shareholders, but there’s no guarantee the deal will close.

• Due Diligence: With digital voting and increased regulatory scrutiny, investors need to review all materials (bidder’s statement, target’s response) before deciding.

• Tax Implications: A successful bid may trigger capital gains tax events for shareholders who accept the offer in 2025, especially with the ATO’s updated CGT discount rules for short-term holdings.

Staying informed about the latest policy changes and understanding the motivations of both bidders and target boards is essential. Hostile takeovers are rarely simple or predictable, but they remain a powerful feature of Australia’s dynamic share market.