Australia's software sector is in a period of structural transformation. AI is reshaping buyer expectations and business models. A new M&A cycle is emerging, but it will be selective. Acquirers are concentrating capital on fewer, higher-quality targets.
A New M&A Cycle, But Selective
Global PE-backed software deal value in 2025 reached its highest level since 2022, but deal volume fell for the third consecutive year as buyers concentrated capital on fewer, larger targets. AI is central to that selectivity: nearly half of all tech deals now have an AI component, and one in five strategic dealmakers walked away from transactions in 2025 due to the anticipated impact of AI on the target's business. The Australia and New Zealand market reflected the global trend: volume fell while average deal size increased, consistent with the shift toward fewer, higher-quality transactions.
Pricing AI Risk Is Top of Mind
AI is not only reshaping how software is built, it is changing how software is discovered, purchased, and deployed. Agentic AI is replacing traditional user interfaces with autonomous workflows that select and orchestrate software tools without human intervention. Acquirers are conducting deeper technical due diligence on AI integration, evaluating the extent to which target products will be consumed by AI agents or displaced by them. In this environment, businesses that embed AI into mission-critical, compliance-heavy workflows and proprietary datasets with API-first architectures, structured data layers, and machine-readable outputs are better positioned. Those reliant on manual user workflows where AI narrows the functionality gap by replacing traditional SaaS interfaces are likely to face structural headwinds.
Vertical Depth Over Horizontal Breadth
Acquirers are increasingly rewarding depth of domain expertise over breadth of functionality. Vertical software businesses with deep sector knowledge, proprietary datasets, and embedded compliance workflows are commanding premium multiples even at relatively modest scale. Horizontal SaaS businesses face a tougher environment as AI compresses the functionality gap between point solutions and platform alternatives. This dynamic is driving consolidation as PE sponsors and platform acquirers build category-specific groups through targeted M&A, and is visible in verticals such as healthcare IT, construction technology, government software, and logistics.
International Buyers Targeting ANZ Software
In ANZ, the proportion of cross-border software M&A transactions increased from 63% in 2024 to 76% in 2025. Most overseas buyers of ANZ software in the last three years originated from North America (US) and Europe (UK). Inbound interest from international strategic and sponsor buyers remains strong, with vertical software (e.g. TPG's A$651m acquisition of Infomedia); strategic, capability-led acquisitions (e.g. PAR Technology's acquisition of Task Software); and AI-adjacent assets (e.g. Canva's acquisition of Simtheory) a clear priority.
PE Capital Driving Consolidation
Private equity remains active, supported by substantial dry powder and improved financing conditions for high-quality, cash-generative assets. Financial sponsors are focusing on profitable businesses where operational AI adoption can drive EBITDA expansion post-acquisition, while maintaining discipline where AI disruption risk is elevated.
Private Market Resilience Drives Take-Private Opportunity
Private market valuations remain more resilient than public markets, creating a sustained arbitrage window for take-private transactions, particularly in the sub-A$200m market cap range, where ASX-listed software companies trade at materially lower revenue multiples relative to large-cap listed peers. For many small-cap listed companies, depressed share prices, and by extension limited access to capital, are continuing to constrain the ability to pursue organic or acquisition-led growth. Public-to-private opportunities persist where listed valuations lag private market comparables, but execution increasingly hinges on realistic pricing expectations and early regulatory engagement under Australia's new ACCC merger regime and heightened FIRB scrutiny.
“The valuation spread between top quartile and bottom quartile software businesses has never been wider, and the importance of positioning required to achieve a homerun (or even a fair value) outcome in this market should not be underestimated.”