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M&A Challenges and Risks

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What will be the greatest M&A challenges in the coming year?

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  • A notable gap in valuation expectations between buyers and sellers poses a significant challenge in M&A the coming 12 months, complicated further by economic uncertainties and emotional factors, particularly in family businesses.
  • Fluctuating market conditions and economic instability are primary concerns, affecting financing, competition for quality deals, and the overall confidence in the M&A environment.
  • Securing financing remains a critical issue, with banks showing increasing reluctance to provide acquisition funding amid high inflation and stagnant interest rates, complicating the deal-making process.

The M&A landscape for the upcoming year is set to face significant challenges, as highlighted by insights from the M&A Trend Survey Benelux 2024/2025. With input from 175 M&A professionals and in-depth interviews with 35 industry experts, 3 key challenges have emerged that could impact deal-making activities.

By Jeppe Kleijngeld

The upcoming deal year presents numerous challenges. However, dealmakers have identified the following three as prime contenders:

  1. Differences in valuation expectation between buyers and sellers.
  2. Fluctuating market conditions and economic instability.
  3. Difficulty is securing financing or changes in interest rates.

What will be the biggest challenges in M&A transactions the coming 12 months? (Please rank them from most important to least important)

This insight is backed by findings from the M&A Trend Survey Benelux 2024/2025 by M&A and Ansarada. The survey gathered insights from 175 Dutch and Belgian M&A professionals through an online questionnaire and in-depth interviews with 35 industry experts.

1. Differences in valuation expectations between buyers and sellers

“One challenge I foresee is the difference in expectations between buyers and sellers regarding valuations", says Ida Kuijken, Partner at Fortino Capital. “This gap often emerges in initial discussions. While many transactions have occurred over the past year, which helps bridge these differences, they still pose a challenge for founders and potential investors. Advisors play a crucial role in reconciling these expectations.”


Tim Boer, Partner at AXECO, agrees, noting that differing perspectives on company value can lead to difficult negotiations. “Economic uncertainty exacerbates this issue”, he explains. “Sellers may be overly optimistic about growth opportunities, while buyers may be more cautious due to market risks, growth challenges and current trading.”


Sjoerd Peijster, Investment Manager at Strukton Group, adds another layer to the discussion, particularly concerning family businesses: "Valuation differences remain a challenge, especially in family businesses where emotional value plays a role. Increasing compliance requirements also pose a growing challenge, especially as many companies are not yet fully prepared."

"Valuation differences remain a challenge, especially in family businesses where emotional value plays a role. Increasing compliance requirements also pose a growing challenge.”

Sjoerd Peijster, Strukton Group

2. Fluctuating market conditions and economic instability

Richard Reis, Partner at Argos Wityu, identifies fluctuating market conditions as the foremost challenge. “Economic instability affects everything else”, he notes. “It complicates financing, amplifies valuation discrepancies, and increases competition for quality deals. Geopolitical tensions and shifting trade policies only add to the uncertainty.”


Tom Snijckers, Partner at Oaklins Netherlands, echoes this sentiment, emphasizing the impact of geopolitical tensions on market dynamics. “While valuation gaps and financing issues are significant, they often stem from the broader economic instability”, he states.


Hans Swinnen, Partner at 3d-investors, shares his perspective, emphasizing the competitive landscape: “In private equity, the intense competition for attractive targets will remain a major challenge. When good companies are on the market, everyone is willing to pay a premium.” He also points out the disparity between the U.S. and European markets, where some companies may face a less favorable outlook.


Karel Pinxten, Partner at Deloitte, adds that the length of M&A processes exacerbates these challenges. “A typical M&A deal takes around 9 months, and changing market conditions during this time can significantly impact outcomes”, he explains.

“A typical M&A deal takes around 9 months, and changing market conditions during this time can significantly impact outcomes.”

Karel Pinxten, Deloitte

3. Difficulty securing financing or changes in interest rates

The challenge of securing financing is a pressing concern for many dealmakers. Marco Gulpers, Head of Corporate Finance M&A Netherlands at ING, highlights the complexity surrounding this issue. “Financing is a big challenge, along with the complexity and thoroughness of due diligence", he states. “Valuation expectations are another challenge, setting expectations right. The fluctuating market conditions also add to the difficulty, especially when companies' first-quarter and full-year budgets are already under pressure. Current trading performance is a key factor.”


Sjoerd Peijster emphasizes the growing reluctance of banks to provide acquisition financing, noting that high inflation and stagnant interest rates could hinder M&A activity. “The current economic climate is impacting banks' willingness to finance acquisitions, which poses a significant challenge for dealmakers”, he explains.

“The fluctuating market conditions also add to the difficulty, especially when companies' first-quarter and full-year budgets are already under pressure. Current trading performance is a key factor.”

Marco Gulpers, ING

Conclusion

In summary, the M&A landscape in the coming year is marked by significant challenges, from valuation discrepancies to market instability and financing hurdles. As dealmakers navigate these complexities, insights from industry experts will be crucial in developing strategies to overcome these obstacles and drive successful transactions.

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