Veteran M&A professional and author Leo van de Voort has spent decades watching value slip through the cracks after deals are signed and urges dealmakers to approach due diligence and execution differently.
In the upcoming Young M&A Forum on Thursday 26 March, Leo will share his vision on real value creation. In this interview, we get an appetizer.
In recent years, strategic consolidation, ESG, and artificial intelligence (AI) have changed the nature of business. As a result, more companies are turning to M&A to acquire new capabilities, reposition portfolios, and accelerate transformation at a pace organic growth can’t match. “We see a lot of consolidation in the AI sector, specifically, where companies are merging together, being taken over by private equity firms, or listing on stock markets”, observes Leo van de Voort, a former consultant at Kearney, investment banker at Kempen & Co, and CFO of multiple listed organisations.
However, he cautions that, with this exponential momentum comes increasing risk of overestimated values and synergies. “Sellers claim a lot of advantages, but we have yet to see evidence that it is possible or that the requested premiums are justified.”
Having spent most of his career close to the mechanics of deals, Leo believes that the main reason for this discrepancy lies in change management. “Professionals will talk about change management, revenue growth, cross-selling opportunities, and optimising processes during due diligence, but then hardly put any time or effort into it after the deal is closed”, he shares. “Execution is key to realising value.’
Studies show that cultural misalignment alone accounts for roughly 30 percent of M&A integration failures. “Not only do they miss out on the long-term benefits, they also lose their top talent, who were crucial to bringing these benefits about”, Leo adds.
From risk registers to roadmaps
When consulting on deals, Leo identifies three or four most important synergy points and tries to connect value to that. He encourages M&A professionals to think outside of traditional due diligence and focus on value creation instead: “During normal due diligence, we look at legal, tax, finance, and compliance to identify and quantify downside risks. These are compiled in a register with a set of purchase price adjustments, and protections like escrow accounts or reps and warranties. It is designed to prevent buyers from overpaying.”
In deals where the acquisition consists of primarily intellectual property, data architecture, or the people who built it, Leo notes that a legal and financial review can’t assess whether a dataset is genuinely monetisable, or whether the team will still be intact in six months’ time.
One of the tricks he uses is a sensitivity analysis. “During a deal in the building and construction industry, the sellers thought their value was in their craftsmen. A sensitivity analysis pointed out that if you lay off a few of the craftsmen, the deal value wouldn’t be affected very much, but if you reduce your purchasing costs by 1 percent structurally, you can change the deal value by 8 percent”, he says, explaining that the deal team had been optimising for the wrong variable, because they hadn’t asked the right questions from the beginning. They should have asked:
● Which three customers or products drive most of the upside cashflow?
● Which single process change will unlock the largest free cashflow?
● Which roles are mission critical?
● What kind of retention is required to keep that kind of professional?
“With a value creation approach, it is less about downsizing the risks, and more about monetising opportunities and hidden assets”, Leo adds. “You identify and quantify upside levers, quantify the synergies, and draw a 100-day roadmap with measurable milestones, KPIs, and retention rates.”
What could go right?
In his 2025 book, ‘Waarde is zeg maar echt mijn ding; waarderealisatie als bestuurlijke uitdaging' (Value is really my thing: value realisation as a management challenge), Leo writes how businesses can transition from traditional due diligence to value realisation.
He elaborates that it comes down to a mindset shift away from ‘what could go wrong’ to ‘what could go right’... “The boards and decision-makers in most organisations today were shaped by an era of EBITDA multiples, stable cash flows, and relationship-driven dealmaking, whereas the next generation of M&A professionals are looking at how they can scale tech stacks, retain data talent, or turn brands into platforms rather than just reviving them.”
Leo believes they are more open minded – exploring earnout structures tied to product milestones, equity retention linked to platform development, acquire arrangements designed to preserve team cohesion, and other alternative routes to realise value potential.
He refers back to a book he wrote with Rob Fijlstra in 2018, ‘Risicovreugde’, which contains three pillars to take risks successfully:
1. Imagination – to think outside of the box, and imagine a challenging future;
2. Courage – to embark on that uncertain but probably rewarding road; and
3. Execution power – to see it through.
“If both the older and next generation of M&A professionals adopt these traits, we can prevent a lot of deals from failing”, Leo concludes.
On the upcoming Young M&A Forum, Leo will unpack how dealmakers can plan and execute change management successfully during a Masterclass for the Young Belgian M&A Community. Register here for this event.
