Between 2020 and 2024, the average control premium in tender offers for shares of companies listed on the Warsaw Stock Exchange (WSE) reached 17.1% — the highest level recorded by KPMG in recent years. Remarkably, 2024 marked the first year in over a decade without a single takeover offer aimed at acquiring control of a listed company.
A control premium represents the additional amount investors are willing to pay above the fair market value of shares to gain the ability to make strategic decisions about a company’s direction. A controlling stake typically gives shareholders the power to appoint and dismiss management board members, set executive compensation, decide on dividend payments, and make key asset sale and investment decisions.
Control Premiums on the Rise
KPMG in Poland regularly estimates the level of control premiums based on a five-year review of tender offers on the Polish market. The analysis covers successful offers that resulted in the acquisition of more than 50% of a company’s shares.
According to KPMG’s 2020–2024 analysis, the average value of a successful tender offer resulting in control acquisition was PLN 796 million. Out of 113 analyzed offers, 103 were successful, and 29 led to a controlling stake. The average control premium of 17.1% represents an increase of 3.5 percentage points compared with the previous 2019–2023 period — the highest level observed in Poland in recent years.
“The observed rise in control premiums in Poland — despite the absence of control-seeking bids in 2024 — prompts the question of how much higher the premium might have been if such offers had occurred. So far, 2025 has not brought new bids to test this hypothesis. Time will tell what the coming months will bring,”
comments Tomasz Wiśniewski, Partner and Head of Valuation Services for Central and Eastern Europe, KPMG in Poland.
Tender Offer Activity in 2024
In 2024, there were seven tender offers announced on the Warsaw Stock Exchange. However, all came from existing majority shareholders whose primary objective was to increase ownership to 100% and delist the companies from public trading.
This absence of new control-oriented acquisitions marks a significant shift in market dynamics and may reflect both macroeconomic caution and geopolitical uncertainty affecting investor appetite.
International Comparison: Poland Above Emerging Markets, Below Developed Economies
KPMG’s study also includes an international comparison of control premiums across major capital markets, including the U.S., the U.K., the EU, and Asia, with a distinction between developed and emerging economies.
Poland’s long-term average control premium stands at 20.6%, positioning the market above the average for emerging economies, while reaffirming the attractiveness of Polish companies to strategic investors.
Control premiums are highest in the U.S. and Asia (37% and 32%, respectively), followed by the U.K. and developed EU markets (29% and 28%). On the Warsaw Stock Exchange, premiums were slightly higher than in other emerging markets, but around 10 percentage points lower than in Western Europe.
“Although the WSE no longer has the status of an emerging market, there remains significant potential to increase value for minority shareholders in takeover scenarios. Considering valuation multiples, many investors still view Polish equities as attractively priced — especially compared to U.S. or Asian stocks. However, the absence of control bids in 2024 may reflect limited investor appetite, shaped by stock price volatility, macroeconomic conditions, and geopolitical factors,”
says Tomasz Regulski, Partner and Head of Valuation Services, KPMG in Poland.
Summary
KPMG’s analysis underscores a paradox: control premiums in Poland are rising, yet takeover activity is declining. The market remains attractive for strategic investors, supported by competitive valuations and strong corporate fundamentals, but investor caution—driven by global uncertainty and domestic cost pressures—continues to weigh on acquisition activity.
Whether 2025 will mark a return of control-oriented bids remains uncertain, but current valuation trends suggest that the appetite for strategic ownership could quickly reemerge once market confidence stabilizes.
