Of the 175 Dutch and Belgian M&A professionals who participated in the online questionnaire, 33 percent said that more than half (50 – 75 percent) of the parties they work with use such an end-to-end M&A process. The majority of the respondents (43 percent) said less than half (25 – 50 percent) use such a process. According to 14 percent of the respondents, less than 25 percent of buyers make use of it.

This suggests that while M&A playbooks can help streamline the acquisition process and potentially increase deal success, not all acquiring parties seem to fully embrace these tools. Gülsüm Aslan and Rob Faasen, Directors at Risk Capital Advisors, estimate that less than half – around 25 to 50 percent – of buyers use an end-to-end playbook, though they believe the percentage is higher among private equity firms.

This trend is also noted by Veronique Gillis, Partner at PwC, who sees an educational gap: “No more than around 50 percent of my clients have an end-to-end playbook. In my view, this means there is need for some education.” Her observation points to a broader trend where some players may not fully grasp the strategic advantage of a systematized M&A approach, potentially missing out on value creation that such playbooks can offer.

Richard Reis, Partner at Argos Wityu, draws distinctions based on company size, emphasizing that structured playbooks are increasingly common among mid-cap and large-cap transactions. “For small caps, less than half use an M&A playbook, while for mid-caps, the majority do”, he says, adding that the methodology used in large-cap transactions 20 years ago is now applied more broadly. Reis sees this trend as evidence that the Benelux market is maturing. Particularly in the mid-market and private equity spaces.

Even among those who use playbooks, the degree of adherence varies. Hans Swinnen, Partner at 3d-investors, explains: “The majority, more than 75 percent, have some version of an M&A playbook, yet the rigidity with which it’s applied can vary significantly. Larger or more bureaucratic entities may strictly follow these playbooks, whereas more entrepreneurial firms might take a flexible approach.”

Other dealmakers observe that in the M&A market, a shift towards a more targeted approach is emerging. “M&A processes are no longer based on a large, broad auction, but are now more focused and efficient, with significant pre-marketing efforts”, says Marco Gulpers, Head of Corporate Finance M&A Netherlands at ING. “You approach potential buyers in advance, gauge their interest, and determine the scope. This includes offering financing options, such as staple financing, so the buyer knows exactly what additional financing they’ll need. Lender education has become a common part of the process. That’s why I call this an end-to-end M&A playbook – you need to factor in everything.”

“You also need to assess potential regulatory risks, like antitrust approval, and estimate timelines", Gulpers continues. “If you have a Chinese buyer for example, you should account for an extra so many more months. Can your business performance sustain that delay? Often, these regulatory hurdles can become conditions precedent (CPs), meaning the deal won’t close until approvals are obtained. All these elements mean that you have to utilize the entire M&A toolkit to successfully close a deal.”

A majority – 54 percent – of the respondents noted that a culture scan is rarely part of the pre-deal or deal phase. Experts agree that neglecting cultural alignment can lead to significant integration challenges down the line.

Tim Boer, Partner at AXECO, emphasizes that while integration planning is common, the practice of conducting culture scans is not widely adopted. He sees this oversight as a potential ‘blind spot’ in the M&A process, suggesting that companies might be underestimating the complexities of cultural integration. According to Boer: "Cultural differences are often a major challenge, yet culture scans are rarely made.”

In the mid-market, practical limitations also influence the approach to integration. Marcel Vlaar, Partner at RSM Netherlands, describes M&A in this sector as primarily ‘plug & play’. “There is no time for culture scans or synergy tracking", he explains. “With the larger players, this is more often handled more professionally.”

For Hans Swinnen, Partner at 3d-investors, a culture scan is simply indispensable. “Making a culture scan – always”, he insists, stressing the importance of assessing the people, culture, and management style in any transaction. His viewpoint aligns with the growing trend of prioritizing cultural compatibility to avoid post-deal friction.

Cultural alignment can also be approached informally, as Veronique Gillis, Partner at PwC, explains. She finds that companies often get a sense of the cultural fit through informal interactions rather than a formal culture scan. “Doing a cultural scan is typically done informally – getting a sense of how the culture of the other business fits with your own culture”, she observes. This informal approach, however, may lack the depth and structure needed for complex integrations.

In the Benelux M&A market, integration planning prior to deal close is widely recognized as critical for maximizing post-deal success. According to the Trend Survey, 45 percent of respondents always include a comprehensive integration plan in the pre-deal phase, with an additional 46 percent doing so on a case-by-case basis. Only a small minority (9 percent) report rarely conducting pre-deal integration planning. However, opinions vary on the approach, timing, and extent of these plans.

Hans Swinnen, Partner at 3d-investors, highlights the importance of a thoughtful approach, particularly when it comes to platform companies versus add-ons. “If you’re going to integrate, I wouldn’t recommend having a full plan to roll out on day one. I prefer to take three to six months to observe first”, he says. Swinnen emphasizes understanding the acquired company’s unique DNA and strengths before formalizing a plan, noting that for add-ons, a day-one integration approach may be more straightforward, whereas platform companies may require a nuanced, adaptive strategy.

Marc Habermehl, Partner and M&A Lawyer at Stibbe, reflects on the logistical challenges in pre-deal integration planning, especially in competitive auction scenarios. “While integration plans are typically discussed, strategic planning is often limited by timing and competition constraints. In an auction the party with the most attractive bid wins, and while you may discuss potential synergies and integration beforehand, there’s rarely enough time to fully plan for it.”

Assembling a dedicated integration team during the pre-deal or deal phase is increasingly recognized as crucial to successful post-deal integration. According to the Trend Survey, 60 percent of respondents report that integration teams are sometimes put in place before deal closure, while 21 percent say they always implement this approach. For the remaining 19 percent, however, integration teams are a rare feature in the early phases. Insights from industry experts highlight both the value and the complexities of having an integration team ready to execute from day one.

Ida Kuijken, Partner at Fortino Capital, sees integration planning and assembling a team as essential steps in the M&A process. “You need to coordinate and free up an integration team”, she notes, stressing that the team’s structure and size should be scaled to the transaction. “For a full-scale merger, a larger team is required, while a smaller acquisition may only necessitate a few functional leaders.” Kuijken also emphasizes the importance of regular interactions to build cohesion: “It’s always good to allow for regular interpersonal interactions between different teams to increase the feeling of one team and joined vision.”

Jan-Hendrik Horsmeier, Partner at Clifford Chance, advocates for assigning a dedicated team to handle integration activities. “You can't put that on the management”, he argues. “For example, the CFO already has a full-time position and only has so many hours in a day.” Horsmeier explains that giving this responsibility to a specialized team allows management to stay engaged without being overwhelmed. The CFO or other leaders remain accountable but can rely on the integration team to carry out the day-to-day work.

For Sergio Herrera, Managing Director of the M&A team at Rabobank, continuity between the deal team and the integration team is often a decisive factor for success. “It works very well when the deal team doing the transaction also does the integration. Then you won’t lose any knowledge”, he says.

Respondents overwhelmingly pointed to financial metrics, with cost synergies topping the list (cited by 65 percent of respondents) as one of the most important metrics. Turnover synergies (32 percent) and market share growth (28 percent) followed, underscoring the enduring importance of measurable financial gains. Yet, industry experts suggest that financial metrics alone may not capture the full picture of a deal's success.

Richard Reis, Partner at Argos Wityu, emphasizes the value of customer satisfaction as a foundational metric, especially in today's inflationary environment. “Today’s competitive environment makes customer satisfaction crucial. It’s the only way to support price increases, which are essential, especially in an inflationary context. Customer satisfaction is a key element to ensure your company is strong enough to maintain pricing power. Secondly, during turbulent times, protecting your cash position through a flexible cost base is essential. Monitoring these elements throughout the deal process is vital to ensure alignment with objectives and to safeguard the business from downturns. Finally, key talent retention is another top priority. Recruiting and retaining talent is increasingly difficult, and companies need to put in more effort to stay competitive in this area.”

M&A experts at Dentons, Kuif Klein Wassink and Ico Jalink, note that cost and revenue synergies remain the easiest metrics to monitor, making them primary targets for top management accountability. Meanwhile, Risk Capital Advisors’ directors Gülsüm Aslan and Rob Faasen highlight the importance of EBITDA improvements in evaluating long-term acquisition success, with growth and turnover as secondary metrics for gauging ROI.

Despite the focus on financial outcomes, Hans Swinnen, Partner at 3d-investors, cautions against ignoring softer factors, such as cultural integration and key talent retention. "While companies often focus on the hard facts, they tend to neglect the soft factors", he states, pointing out that cultural alignment is often a critical, yet under-emphasized, aspect of integration.

Despite this broader view, Joost den Engelsman of NautaDutilh observed that financial metrics, such as cost and turnover synergies, are often prioritized by private equity investors. Peter Zwijnenburg of Aon EMEA/Benelux noted the limitations of such an approach, observing, “Financial data is still the simplest steering mechanism. Although in my opinion this fundamentally does not create the best companies.”

In the Benelux M&A market, post-integration processes seem to be structured reasonably well, but fall short of being uniformly professional, with survey respondents rating overall quality just below a three out of five. This score reflects variability, as insights from M&A experts reveal differences based on deal size, buyer type, and market segment.

Jan-Hendrik Horsmeier, Partner at Clifford Chance, highlights that larger deals with ample budgets generally afford more structured integration planning. “If the budgets are very large, it is much easier to have separate integration advice drawn up”, he notes.

This stands in contrast to the mid-market, where, according to Marcel Vlaar, Partner at RSM Netherlands, the priority often shifts from integration planning to growth initiatives. Vlaar commented, “I choose 2 here, so below par. In mid-market deals, the focus is not on preparing post-integration processes.”

Marc Habermehl from Stibbe suggests that the rating of 3.5 out of 5 is about as high as current processes typically reach, largely due to resource constraints and time pressures that emerge during transactions. "While companies do try their best, I’d say 3.5 is the upper limit", he remarks, highlighting the challenge of aligning ambitions with practical limitations.

For some, there is optimism that post-integration practices are on an upward trend. Niek Kolkman, Partner at KPMG, explains: “There is an increasing focus on post-integration processes, with some companies tackling it very thoroughly.” Kolkman attributes this shift to investor demand for demonstrable value creation and operational improvement.

Despite these advancements, scepticism remains. Sander Neeteson of ABN AMRO states, “I am generally sceptical about the quality of integration planning and execution in the M&A market.”

Overall, the Benelux M&A market appears to be moving in a positive direction but remains a mixed landscape where optimal integration practices are still more of an exception than the rule.