This first set of questions covers the topics entrepreneurs most commonly consider at the outset: whether now is the right time to sell, what their business is worth, which type of buyer is the best fit, and whether their company is ready for a sale.
An M&A adviser supports current and prospective shareholders throughout the entire acquisition or sale process of a business. This extends far beyond simply identifying an acquisition target, buyer or new investor.
This role includes, among other things:
For SMEs there is no standard approach. Dependence on the entrepreneur, management structure, legal complexity, family-related aspects and reporting often require a tailored approach.
As an independent corporate finance boutique, VDP brings structure, credibility and negotiating power to that landscape. Our team combines corporate finance expertise with legal knowledge (often together with external law firms), enabling us to guide the entire process from valuation to the final share purchase agreement in an integrated manner.
In hindsight, the ideal moment to sell often proves to be a period in which the business is operationally and strategically strong. It is not the absolute peak in profit that is decisive, but rather strong growth prospects, a stable organisation and predictable profitability. Selling from a position of strength is therefore generally wiser than waiting until the shareholders are already winding down.
The ideal moment to sell is the intersection of three factors:
We advise entrepreneurs to start this reflection early, ideally two to three years before an intended sale. This provides the room to optimise the business where necessary and make it sale-ready.
The value of an SME is determined by a combination of normalised results, growth potential, risk profile, strategic attractiveness and market demand. In many transactions, normalised EBITDA (operating result before depreciation and impairments) or EBIT (operating result) forms a starting point, but valuation is never purely mathematical.
Among other things, buyers look at:
Strategic and financial buyers value a business in different ways. Whereas strategic buyers mainly seek synergies and market position, private equity focuses on cash flow, growth and future value appreciation.
The ultimate value is therefore also strongly influenced by how the business is positioned in the market and whether competitive tension between buyers can be created during the process.
No, and the distinction is crucial.
A valuation is a theoretical approach to what the business may be worth, based on financial analysis, comparable transactions and market parameters.
The price is what a buyer is actually willing to pay under specific conditions.
Those conditions make an enormous difference. A high bid may in reality be less attractive if payment of a (large) part is made conditional on future results (“earn-out”), if a rollover (reinvestment in equity) or vendor loan (reinvestment in debt) forms part of the transaction structure, or if extensive warranties are demanded. Conversely, a slightly lower bid with more cash at closing, and therefore less risk and more peace of mind, may be more favourable.
We help our clients look beyond the headline figures and assess each bid on the basis of the real economic value it represents.
Rarely. A good deal is assessed on the combination of several factors:
For many entrepreneurs, what happens to their management, staff, corporate culture and brand also matters. The best deal is the deal that is economically strong and aligns with the joint objectives of the selling shareholder(s).
Both types of buyer offer specific advantages and disadvantages:
An industrial (strategic) buyer often buys on the basis of synergies, market access, product expansion or economies of scale. As a result, they can sometimes justify a higher price, but this is not always the case. After closing, the business is usually integrated into the group, which may mean less autonomy.
A private equity buyer looks more closely at cash flow (and in particular repayment capacity), management quality, growth potential and the possibility of eventually reselling to an industrial buyer, another private equity buyer or via a stock market listing. Private equity often offers the possibility of a partial cash-out with rollover, allowing the entrepreneur to share in further value creation over time (a so-called “two-stage rocket”).
For a seller, the best fit depends on the desired form of exit: a full exit, a partial cash-out, retaining autonomy, future growth acceleration or room for a second exit via rollover.
A business is sale-ready when it not only performs well, but can also be professionally presented and scrutinised. In concrete terms, this means:
Being sale-ready does not mean everything has to be perfect. It does mean that possible points of attention have been identified in advance, so that they do not dominate the process once prospective buyers start asking questions.
Based on European mid-market M&A benchmarks, a sale process takes on average four to twelve months, depending on complexity. The main phases are:
The exact timing depends on the preparation, the complexity of the business, the type of buyers, the financing structure and the speed of decision-making. In our experience, good preparation not only shortens the lead time, but also improves the quality of the entire process.
Academic research shows that competition between buyers generally improves both the price and the quality of the terms. The principle is simple: a buyer who knows that they are not the only candidate is less likely to bid opportunistically.
A competitive process also yields valuable market feedback. Not only the level of bids, but also the quality of questions, the speed of decisions and the terms that parties are willing to offer say a great deal about the genuine interest and strategic fit.
A teaser is a short, anonymous document (usually one to two pages) with which we generate initial interest among potential buyers, without disclosing the identity of the business. This matters because, when a teaser is shared, an NDA has often not yet been signed by the recipient of the file.
The teaser typically contains a summary of the activities, the market, the core strengths and some financial indications.
The teaser is more than an administrative document. It is a first filtering and positioning instrument: it must be sufficiently informative to generate serious interest, yet discreet enough to preserve confidentiality.
An IM is the comprehensive sale document that we prepare for interested buyers who have signed an NDA. The IM offers an in-depth picture of the business and usually includes:
A strong IM does more than bundle data. It helps to position the business credibly, frames risks constructively and translates facts into an investment rationale that is relevant to the right buyers. The quality of the IM has a direct impact on the quality of the bids that follow.
Our experience teaches us that premature communication about a possible transaction can lead to unrest among staff, uncertainty among customers, suppliers and banks, and opportunism among competitors. In some cases, the leaking of information undermines not only the operation of the business, but also the feasibility of the transaction itself.
That is why a professional M&A process is strictly organised around confidentiality and controlled information sharing from the outset. This translates, among other things, into:
Confidentiality is not a formality; it is a core condition for protecting stability, negotiating position and transaction value.
After signing the NDA, an interested party gains access to the information memorandum, in which the business, its activities and financial performance are explained in more detail.
Depending on the quality of the initial feedback and the seriousness of the interest, the process may then evolve towards:
In this phase, not only does the buyer deepen their understanding of the business; the seller and their advisers also evaluate the quality, credibility and transaction strength of the candidate. Not every interested party automatically receives the same degree of access or involvement.
A non-binding offer, often referred to as an indicative offer or NBO (Non-Binding Offer), constitutes the first formal indication of interest from a prospective buyer. The document usually contains the buyer’s view on valuation, transaction structure, financing and timing.
Although valuation often receives the most attention, the amount alone says little about the true quality of the offer. A professional analysis also looks, for example, at the underlying valuation methodology, any deferred payments, conditions relating to financing and due diligence, etc.
Two offers with a similar price may differ fundamentally in economic terms. It is therefore important to analyse and compare offers on a consistent and economically correct basis, so that decisions are made on the basis of total deal value, not solely on the basis of valuation.
An LOI (Letter of Intent) sets out the main commercial and legal principles of the transaction before the start of exclusivity and extensive due diligence.
An LOI typically contains agreements on:
Although an LOI is often largely non-binding, in practice it carries considerable strategic weight. After all, it determines the contours of the negotiations that follow. Concessions made at this stage often prove difficult to reverse later.
The quality of an LOI therefore has a direct impact on the ultimate economic outcome of the transaction.
Due diligence is the in-depth investigation that a buyer carries out after exclusivity has been granted. The aim is to verify whether the business matches the picture presented during the sale process, and to identify potential risks or points of attention.
A due diligence process usually comprises several workstreams:
Well-prepared due diligence reduces uncertainty, increases confidence and limits the risk of price renegotiation or transaction delay. The M&A Monitor of Vlerick Business School 2026 supports this picture and indicates that well-prepared transactions generally lead to less discussion around the final price.
Price pressure after due diligence, or renegotiation, is one of the biggest frustrations in a sale process. Although certain adjustments are sometimes justified, price pressure often arises from inadequate preparation or a weakened negotiating position.
The best protection generally rests on three pillars:
Strong preparation and tight process management are therefore essential to protect transaction value up to closing.
In a share deal, the shareholder sells their shares in the company. The buyer thereby takes over the legal entity, including all assets, contracts, permits, employees and any historical obligations or risks.
In an asset deal, only selected assets and possibly certain liabilities are transferred. The legal entity remains with the seller.
In Belgian SME practice, a share deal is usually the most common structure, partly because of the tax treatment of capital gains on shares. Nevertheless, the optimal transaction form always depends on a combination of commercial, tax, legal and operational factors.
An earn-out makes part of the purchase price dependent on the future performance of the business after closing. The additional consideration is usually linked to predefined KPIs, such as revenue, EBITDA or other operational targets over a specified period (usually one to three years).
An earn-out can be useful when the buyer and seller have differing views on the future growth potential of the business. It then acts as a bridge between diverging valuation expectations.
At the same time, an earn-out introduces considerable complexity and potential conflict. Discussions often arise around:
A well-structured earn-out therefore requires clear definitions, balanced protection mechanisms and clear agreements on governance and dispute resolution.
Correctly set up, an earn-out can be an efficient instrument for making transactions possible. Poorly designed, it often leads to frustration and post-closing disputes.
In a rollover or reinvestment, the seller reinvests part of the sale proceeds into the acquisition structure, often alongside a private equity investor or strategic partner.
The advantage is clear: the entrepreneur realises a partial cash-out, but at the same time retains exposure to future value creation. In the event of a successful second exit, this can lead to a considerably higher total return.
On the other hand, the seller evolves into a minority position within a new shareholder structure, with different governance, different interests and a different risk profile.
A rollover therefore requires particular attention to:
A vendor loan is a loan that the seller provides to the buyer or the acquisition structure. Part of the purchase price is thereby not paid immediately, but deferred and repaid according to agreed terms.
A vendor loan can facilitate transactions when bank financing is insufficiently available or when additional flexibility is needed in the capital structure. It is also often seen as a signal of the seller’s confidence in the future performance of the business.
At the same time, the seller thereby takes on credit risk on the buyer and on the business after closing. That is why, among other things, the following elements are crucial:
Warranties and indemnities are among the most critical parts of the definitive purchase agreement (SPA). After all, the quality of a transaction is determined not only by the price at closing, but also by the extent to which the seller remains liable afterwards.
Important negotiation points include:
The economic impact of these clauses is often underestimated. An insufficiently protected warranty package can lead to substantial claims for years after closing. A well-negotiated SPA protects not only the transaction value, but also the seller’s peace of mind after closing.
Deal certainty refers to the real likelihood that a signed letter of intent or exclusivity agreement will actually lead to closing, without a fundamental deterioration of financial or legal conditions.
Factors that can influence this:
Offers that differ structurally — for example, one offer with a high cash component at the closing date versus an offer with a higher purchase price but with a substantial earn-out and reinvestment component — cannot be compared one-to-one. To enable a proper comparison, these offers must be reduced to a comparable basis.
We analyse each offer on the following elements:
For many entrepreneurs, it only becomes clear late in the process that, besides the valuation, the way in which the transaction is concretely structured is also decisive.
A concrete example: two offers with an identical enterprise value of €30 million can, after accounting for earn-out, reinvestment and vendor loan, result in a difference of several million euros in net cash at closing.
Not necessarily, but in many transactions a transition period is desirable and sometimes even required by the buyer. The duration can vary depending on various factors.
In businesses where the entrepreneur still plays a central role in customer relationships, supplier contacts, commercial decision-making or cultural continuity, the buyer attaches particular value to a structured handover or transition period. Vlaio, for example, links the degree of structured handover to the attractiveness of the business, the chance of successful continuation and the ultimate value/price.
What happens to a business after an acquisition depends to a large extent on the profile of the buyer and the strategic rationale behind the transaction, and can vary greatly from case to case.
In some cases, the buyer lets the acquired business continue to operate as an independent entity, with the existing management and staff staying on board to continue day-to-day operations. This model is particularly common when a financial investor, such as a private equity party, takes a stake in the capital. Such investors rarely take on day-to-day management, but instead position themselves alongside management as a strategic sounding board and sparring partner.
In other cases, the buyer integrates the acquired business into an existing group. This is usually accompanied by a restructuring of overlapping functions and processes, with the buyer seeking to realise cost synergies through integration. Although such integration may possibly give rise to organisational changes, this is by no means a necessary consequence.
If the business has a strong management team, this constitutes an extremely important asset in a sale process. A broad, competent and autonomous management team can therefore make the investment thesis significantly more attractive to a potential buyer.
First and foremost, a strong management team reduces entrepreneurial risk, also known as key man risk: the extent to which the success of the business depends on one key person, such as the founder. In addition, it increases the scalability of the business, enhances continuity after closing and strengthens the buyer’s confidence during the transition period.
When the business largely continues to operate as an independent entity after the acquisition, the importance of strong management becomes all the greater. After all, a buyer buys the future, and the management team has a decisive impact on what that future looks like. With an experienced team at the helm, a buyer therefore buys a higher degree of predictability, which can indirectly support a stronger valuation or more favourable terms.
For many entrepreneurs, the sale of their business is one of the most far-reaching professional decisions of their lives, and also a moment they experience at most once or twice. Not only are financial interests at play, but also broader considerations such as identity, business continuity and uncertainty about the future, with care for one’s own staff forming an additional dimension.
This is a topic that must be determined on a case-by-case basis and therefore requires a tailored approach. Communicating too early can create unrest in the workplace and disrupt the process, while communicating too late can damage trust, especially among key people who feel passed over.
In practice, such communication usually takes place in phases. Key people, such as the leadership team, are often involved early and confidentially. The broader management team is sometimes informed only later in the process, for example after the signing of the LOI, when the contours of the deal are clearer. Staff are typically informed shortly before or after closing, often in consultation with the buyer.
The way in which the process is set up has an important impact on the extent to which such an operation can be carried out discreetly. Generally, there are three forms of process management that can influence confidentiality towards customers and suppliers.
In each of these processes, confidential information is generally disclosed only under NDA, which safeguards both the substantive confidentiality and the integrity of the process. In sectors where relationships and reputation are particularly sensitive, it is important to consciously consider throughout the process which information is disclosed, both in terms of the granularity and the gradual pace at which this happens.
VDP is sector-agnostic and therefore has strong transaction experience across numerous sectors, including:
This versatile sector experience translates concretely into the quality of the guidance, since value drivers and risk profiles differ fundamentally per sector and per deal. An experienced adviser knows how to build the right equity story, tailored to what buyers in a specific sector genuinely value. They identify and approach the most relevant buyers and anticipate critical questions from the market, so that the seller is not caught by surprise.
Broad sector diversification enables us to leverage transaction experience from other sectors. That cross-pollination enriches our approach and translates into valuable insights and a broader perspective on opportunities that may well be relevant to the process in question.
In addition, the extent to which an adviser has experience in structured process management, and can tailor this to the needs and availability of the client as well as to the prevailing market situation, is at least equally important.
Entrepreneurs often choose a specialised corporate finance boutique when they attach importance to senior involvement, discretion and a tailored approach. VDP focuses exclusively on M&A and therefore combines in-depth transaction experience with pragmatic guidance from preparation to closing.
Foreign strategic buyers and financial investors may be interested because of market access, geographical expansion, niche knowledge, customer base, technology, economies of scale or the potential to further develop the business in new markets. In some sectors, the most logical buyer or investor is not necessarily located in Belgium.
VDP is excellently positioned for this, partly thanks to its international network and experience in cross-border transactions. When international buyers are included in the process in a controlled manner, this can increase competitive tension and improve the chance of a buyer who is not only financially attractive, but also strategically the right party for the next phase of the business.
VDP Corporate Finance is an independent corporate finance boutique specializing in mergers and acquisitions. Since 1995, we have provided hands-on guidance to SME entrepreneurs, corporates, and investors in the sale, acquisition, valuation, and structuring of transactions.
Our team combines experienced corporate finance professionals with legal expertise, often in collaboration with external law firms. This integrated approach enables us to guide clients throughout the entire transaction process — from strategic preparation to contractual completion — in a fully coordinated manner.
Through our membership of AICA, we have access to an international network that enables us to professionally support cross-border transactions.
Contact us for a confidential and no-obligation discussion about your situation
(info@vdp.be of laurent.linkens@vdp.be).
