Not only are the numbers changing in the takeover market, so are the dynamics. Strategic buyers are gaining ground, deals are taking longer and cautiousness is growing. What does that mean for entrepreneurs who want to buy or sell? 'If the buyer demands a lot of guarantees, an entrepreneur may feel he is seen as unreliable.'
For entrepreneurs sell a business, it's really about their baby. You sometimes have to listen through the emotion to understand what they really want, is the conclusion of the conversation Brookz had with four experienced M&A lawyers. But buyers are not entirely emotionless in the contest either, knows Emile Sahhar, a lawyer at Poelmann van den Broek Advocaten. 'For fear of paying too much or missing out on something. That emotion sometimes determines the tone of the negotiation.'
An acquisition process should not be approached in a purely transactional and legal-technical way, he and his colleagues believe. But rather more holistically: strategy and cultural fit are at least as important. Entrepreneurs are often not used to selling their business. Then emotions can override reason,' says Pieter Verloop of Marxman Advocaten. 'Sometimes they still expect to maintain day-to-day control. But after the sale, that usually changes completely.'
Steven Storm, partner M&A at Van Benthem & Keulen, adds. 'Towards the end of a deal, doubt sets in, then they suddenly start thinking about the consequences. That's not about money, but about letting go.' As a lawyer you then also have a coaching role, says Marein Smits, partner and ceo of Wintertaling. 'Sometimes it really is diplomacy. If the advisers know and trust each other, you can take a lot of emotion out of the deal.'
Meanwhile, the market picture has changed over the past two years, say the lawyers. Private equity plays a smaller role than before. Strategic buyers, on the other hand, a larger one. They opt more often for long-term, value-creating investments. The preliminary consequences of this? Longer deal processing times, greater caution in financing and valuation, and thus lower prices.
So the pace and prices are slower, while caution is growing. Have you encountered any surprises despite this?
Smits: 'We were flown in a while ago to restructure a business in anticipation of a sale. They had already been approached by several parties. A PE-backed strategist came up with an offer so significantly above others that it raised suspicion. But in the end, they pushed it hard, after very heavy due diligence and very tight timelines. The interest did turn out to be genuine. From the rush, I think it was clear that they particularly wanted to buy the market.'
Storm: "The market want to buy can indeed be a reason to overbid, but also great synergy on the buyer's side. A seller doesn't see that. You also regularly see that when disposing of a family business, people look at sustainable transfer. They then want to have the sheep on dry land for the family and not reinvest.'
Smits: "Timing does play a role. They wanted to be the first in the market. Such a transaction does cause a stir.'
You read an excerpt from the roundtable interview with four acquisition lawyers and can be read in its entirety in the Brookz 500. Curious about what opportunities and threats lie ahead for entrepreneurs in the acquisition market in 2026? Then you can order the 2026 edition at the click of a button.
