Transformational M&A in action: Key takeaways from Belgium's first M&A Summit

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It was in the sunlit PwC Belgium offices in Machelen that the Belgian M&A world gathered on Thursday April 3 to gain new knowledge, build valuable connections and exchange views. The very first M&A Summit, revolving around the theme of transformational M&A and with a special focus on carve-out deals, was a resounding success.

Check out the photo's here (Photography: Vincent Gorissen)

Before handing the floor to top economist Peter De Keyzer to set the economic scene, M&A Community Manager Charlotte Declercq expressed her gratitude towards Platinum Partner PwC and Principal Community Sponsor Ansarada, without whom this event would not have been possible, and outlined the framework of the M&A Summit. “As industries face rapid changes – energy transitions, disruptive technologies, and evolving markets – M&A professionals are called to rethink strategies. Is your business model still fit for the future?”

Did you know about the internal European tariffs?
“There was no better nor worse moment imaginable to give this presentation.” The pinnacle of good timing. Just hours after US president Donald Trump launched a salvo of trade tariffs on ‘Liberation Day’, Peter De Keyzer took the stage at the M&A Summit and offered participants a glimpse into the current economic reality.

A reality that presents both challenges and opportunities, as became clear from the keynote delivered by the ever-nuanced founder of Growth Inc. The short term is undoubtedly one of economic turbulence – protectionism, uncertainty, volatility, the secondary and domino effects that tariffs can bring about, inflation lurking around the corner. But from a long-term perspective, it is up to Europe “to transform to our advantage”. Stronger still: “Perhaps this is the wake-up call we needed.”

Peter De Keyzer summarised the coming era in three (interlinked) D’s – deglobalisation, defence spending and debt creation – and explained the basic mechanisms of economic growth. Economic growth is driven by (working) population growth and productivity growth. Where the ageing wave and the pension issues clearly show that Europe should not look to this first form of growth for its prosperity, there is no doubt that the key lies in productivity. An area in which the US undoubtedly scores higher – just think of the much lower number of holidays at the other side of the Atlantic. “There is no need to sacrifice our welfare state, but we can let Europe flourish in other ways...”

The top economist emphasised that Europe is not as integrated as we think. “This is not a truly unified (capital) market. If you were to translate the friction between countries, the chauvinism and the national rules into tariffs, you would end up with 45 percent for goods and 110 percent for services. Just try building a house in France as a Belgian architect…”

And so there lies the challenge and also the great opportunity: removing the internal barriers in Europe to allow entrepreneurs to fully focus on growth markets such as AI and cleantech and to give rise to European champions that can compete with the major American and Chinese players. And yes, that involves intra-European consolidation, cross-border takeovers, and consequently an important task for M&A specialists.

“Creating value is a stairway to heaven, losing it a highway to hell” – The story of Dstny
Plenty to think about for the more than 80 participants, yet that had to wait. The inspiring afternoon continued apace with two breakout sessions in succession, starting with a choice of four keynotes on carve-out situations, with speakers from Baker McKenzie, BV Capital Partners and PwC Belgium giving their best.

After a short break, the second breakout session took place, covering two specific topics (SD Worx brought a people perspective to the integration story and a duo of PwC specialists discussed the tax value drivers involved in carve-outs) and a compelling case about the M&A approach of Belgian B2B telecom group Dstny.

Founder and CEO Daan De Wever explained how Dstny grew from a promising start-up to a major European and even global player with almost five million users through a series of capital rounds. A story of sky-high ambitions and fruitful private equity deals that require a great deal of focus and a clear vision on the ‘next after next’. A stimulating passage at the M&A Summit, with plenty of enlightening insights and powerful statements. An anthology:

• “Private equity actors always say that they love founders and that they’re teaming up with entrepreneurs, but their portfolio sometimes tells another story.”

• “My role is not to please my investors. My role is to build the company and to watch over the quality of the asset.”

• “In reality, buy and build is often buy and pile up. A real build up strategy focusses on what drives value.”

• “A lot of companies have a lack of ambition. There’s no clarity on their reason to exist and even less on their next after next story – which is, however, crucial to attract investors.”

• “A company with a stable management team almost never scales. Continuous rotation in leadership is highly important.”

• “Rapid growth requires a hyper-sharp strategy and a context that facilitates a shift of resources where needed.”

• “The most difficult and most important question we ask ourselves on a quarterly basis: which activities should we drop?”

• “Creating value is a – rather slow – stairway to heaven, losing value a – potentially very fast – highway to hell.”

Can carve-outs create value in turbulent times? The M&A Summit says yes
The event wound down at around 6 p.m. with a plenary panel discussion. The line-up was impressive, with Johan Diels (Head of Debt & Capital Advisory at ING Belgium), Yves Regniers (CFO of What's Cooking?) and Fabio Yamasaki (Principal at Syntagma Capital) all in the house. All sides of the carve-out spectrum were represented.

Moderator Melle Eijckelhoff had no choice but to kick off the discussion with the remarkable sale that What's Cooking announced at the beginning of 2025, namely that of its Savoury business unit. Saying goodbye to a division that accounts for more than half of the company's turnover, what was the strategic reasoning behind this?

“When this business unit ran into difficulties due to market conditions, we first tried to find solace through a series of acquisitions”, said Regniers. “However, the competition authority raised the red flag. We had to go back to the drawing board and realised that while we could not transform this business, we still possess another, thriving business – ready meals – with a return on capital that is three times higher.”

Thanks to the carve-out, What's Cooking can now fully focus on those activities. Regniers: “The reaction of the stock markets proves that we managed to create value by selling off and reinvesting in a more profitable business.”

With that, the essence of carve-outs was immediately defined. A complex but interesting type of transaction to strategically reallocate resources and, moreover, to give the separated business the right attention and funds as well. But what role do banks actually play in this multifaceted value creation?

“More and more a partner role nowadays”, stated Johan Diels. “Ideally, we already board the ship whilst the strategic thinking is ongoing, because that is where our market insights can really add value. The next step for an advisory party is to contribute to a rigid preparation of the takeover, as that remains truly crucial in carve-outs.”

This became evident later during the conversation, when the panel of three took a closer look at the challenges – with the ‘unentanglement’ of a business possibly at the top of the list – of this form of transaction. “Preparation, preparation, preparation.”

Melle Eijckelhoff pelted the panel with thought-provoking questions, but the audience also weighed in. For example, on the subject of tariffs, which Peter De Keyzer had brought up a few hours earlier, and how these may or may not have an impact on (the volume of) carve-outs. The most interesting response perhaps came from Fabio Yamasaki. “The fact that tariffs may herald a renewed preference for domestic markets, raises the question which direction global companies will now take in terms of M&A.”

Kindred spirits
After the panel discussion, everyone made their way to the central hall of the wing where PwC hosted the M&A Summit for a well-earned bite to eat, a drink and, of course, many more invaluable networking opportunities.

Everyone looked back on a successful event. So did Michael Custers, Chief Strategy Officer at SD Worx. “It is very insightful to come into contact with other companies and to hear what the best practices are in today's M&A industry. It was very pleasant to be able to talk to kindred spirits, as everyone here is in the same field of expertise.”

This M&A Summit was obviously focussed on carve-out situations. “An interesting theme, as we have been through a number of these ourselves and know from experience that these are not simple cases. It is good to see that the daily reality we encounter is shared across sectors and even across countries. The same challenges arise again and again – hoping that everything goes off without a hitch, is just naïve with this type of transaction – and it is extremely valuable to gain insight in how others handle these situations. And the fact that the people factor is clearly taking on greater importance in this story, is from our own point of view surely a wonderful observation.”

Text: Wout Ectors, SPYKE | Photography: Vincent Gorissen

📅 Stay tuned for upcoming M&A Community events!

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