AK&M: Number of foreign exits from Russian assets has fallen 2.7 times

The wave of foreign companies leaving Russia — once a key driver of the domestic M&A market — has virtually stopped. Analysts say the number of such deals is approaching zero due to steep mandatory discounts and increasingly complex state approval procedures.

Photo: Andrey Lyubimov / RBC

In Q3 2025, only five transactions involving foreign companies exiting Russian assets were completed, according to an M&A market report by AK&M reviewed by RBC. Over the first nine months of the year, there were 15 such deals — the lowest figure since 2022.

“These transactions, where the asset is located in Russia and the seller is a foreign investor, have become extremely rare,” AK&M notes. “In July–September 2025, only five of the 88 total M&A deals fell into this category, worth a combined $137 million, just 1.9% of total market value.” By comparison, only one such deal was recorded in Q2 and nine in Q1 2025.

Experts interviewed by RBC link the decline to mandatory 60% discounts on asset valuations and the complexity of state approvals. The market is now dominated by domestic consolidation and nationalization rather than foreign divestments.

A Sharp Decline Since 2022

The number and total value of foreign exit deals have fallen sharply compared with previous years. “If in 2022–2024 foreign withdrawals were the main growth driver of Russian M&A activity, in 2025 they no longer have a significant impact,” AK&M notes.

The total value of 15 foreign-exit deals in 2025 reached $642.8 million, only 2.5% of all M&A activity ($25.9 billion). For comparison:

• In 2024, there were 40 such deals worth about $2 billion (6% of total market volume).

• In 2023, 75 deals were recorded, totaling $8.89 billion (26.6% of all transactions).

• In 2022, 109 exits accounted for 20.9% of total deal count and 38% of transaction value ($16.31 billion).

Since 2022, all foreign asset sales in Russia have been subject to special state conditions: mandatory discounts and budget contributions. The initial rules required a 50% discount and a 10% contribution to the state. These were later tightened — currently, sellers face a minimum 60% discount and a 35% mandatory payment to the federal budget.

Why Foreign Exits Are Slowing — and May Soon Stop

The slowdown became evident in 2024 and accelerated after October, when discount and payment requirements were raised, says Svyatoslav Safronov, Senior Analyst at Aspring Capital. By then, most systemically important assets had already been sold or transferred to state control.

In 2025, the trend continued as few investors are willing to sell at a 60% discount, notes Denis Surovtsev, Partner at Kept. “Those who agreed to such terms often failed to close deals because of state-approval bottlenecks,” he adds. Most remaining cases are “tail-end” projects that have dragged on for months.

“There are virtually no ‘easy’ assets left — only complex, low-liquidity, or sensitive ones requiring lengthy approval,” confirms Andrey Goncharenko, Deputy CEO of PSK-Solutions. “After the 2024 tightening, deal economics worsened, and the market has shifted to one-off approvals. Exits by foreign investors are now a niche story,” he says. “We’re seeing structurally complex cases involving multi-party settlements and option restrictions.”

Some foreign companies that wanted to leave but stayed “have entered a tactical pause, waiting for potential geopolitical changes,” adds Yulia Zagornova, Partner at B1 Group.

Experts agree that no significant rebound in foreign exits is expected. “The number of such deals will approach zero, though occasional transactions may still occur,” says Maxim Tolkachev, Partner at DRT’s Financial Advisory Department. “Some long-running cases may close, but there will be no new wave — the market is nearing its natural minimum,” adds Goncharenko.

What’s Driving M&A in Russia Now

The total value of Russia’s M&A market for January–September 2025 reached $25.91 billion, down 23.3% year-on-year, according to AK&M. The number of transactions fell to 288, compared with 321 in 2024.

“One of the negative factors remains the high Bank of Russia key rate — 16.5%, which limits leveraged buyouts,” analysts note.

According to Andrey Goncharenko (PSK-Solutions), the market is now characterized by intra-group consolidations: “Businesses are expanding to achieve operational synergies.” The share of domestic mergers and acquisitions — including through closed-end investment funds — continues to grow.

Some cases involve resales of assets previously acquired from foreign owners, though analysts say there has been no surge in such transactions. “Resales are rare,” Goncharenko notes. “Legal restrictions, low liquidity, and repeated approval requirements suppress turnover.”

Management buyouts (MBOs) — once common in 2022–2023 to transfer foreign assets to local control — have also nearly disappeared. “The assets that required ownership restructuring have largely been dealt with,” Goncharenko says. “But another MBO wave could emerge if sanctions expand and foreign owners need to restructure holdings through local managers again.”

Another visible trend is nationalization. According to AK&M, the value of nationalized assets reached $5.7 billion in the first nine months of 2025. “In most cases, nationalization involves compensation to the state for damages caused by previous owners, which forms the transaction’s valuation basis,” the agency notes. “However, some cases involve outright expropriation without compensation.”

By Margarita Mordovina

RBC, November 6, 2025

This article has been translated to English by PSK‑Solutions LLC. The original version in Russian is available here.

This is an unofficial translation provided for informational purposes only. All rights to the original content belong to the original author(s), and no copyright infringement is intended. While we strive for accuracy, slight discrepancies may occur in the translated version.