On Wednesday April 29 in Brussels, the 13th edition of Vlerick Business School’s M&A Monitor gathered Belgium’s top dealmakers to dissect a market in transition.
Every year, the M&A Monitor takes the pulse of the Belgian mergers and acquisitions market. The 13th edition, based on a survey of 158 specialists, paints a somewhat positive but nuanced picture.
Mathieu Luypaert, Associate Professor of Corporate Finance at Vlerick Business School, welcomed the crowd consisting of M&A and private equity professionals at Vlerick.
He thanked partners Bank Van Breda, Moore, Van Olmen & Wynant en Wallonie Entreprendre and continued to present this years results.
He noted that the survey was undertaken from mid January till early march, so the effects of the Iran war were not incorporated. For that purpose, there was a panel present to reflect on the report and current affairs.
Positive outlook before the Iran War
The monitor’s first findings: 2025 was a year of ‘careful recovery’ after the stability of 2024 and the slumps of 2022–2023. But beneath the surface, cracks were showing, and the specter of the Iran War loomed large.
"Every year, we zoom in on a specific topic, and this year, we focused on the distinction between financial and strategic buyers", said Luypaert, as he kicked off the event.
The survey captured a market at a crossroads. 46 percent of respondents reported an uptick in deal activity in 2025, while 26 percent saw a decline, largely driven by mid-sized transactions (€20–50M). The rebound was most pronounced for smaller deals (under €20M), a trend that would later be scrutinized by the evening’s panel.
Globally, the story was one of contrasts: deal values surged (up 49 percent, fueled by mega-deals like Paramount’s 100 billion dollar acquisition of Warner Bros. Discovery), but volumes dipped.
By late 2025, however, Belgian professionals sensed a turn and 55 percent expected 2026 to bring more deals. Then came the Iran War, and the mood shifted.
The panel weighs in: why the mid-market is struggling
Moderated by Sophie Manigart, the panel featured two heavyweights: Renaat Berckmoes (CEO, Fortino Capital) and Peter Maenhout (Partner/CEO, M80 Partners). Their perspectives revealed a fractured market.
Peter Maenhout: "We didn’t see the recovery in 2025. We’re in the 20 to 50 million euros segment, and the survey shows a decline; that is what we have experienced as well."
Maenhout pinned the slowdown on rising interest rates, energy costs, and a flattening yield curve, but also on deals lingering in the market without closing. "People are prudent, both in buying and selling", he noted. "Uncertainty is forcing buyers to rethink process design: full auctions, limited auctions, or one-on-one deals. That hesitation is dragging down volumes."
For Berckmoes, the picture was starkly different in software and tech. "2025 was one of our strongest years – until Q4, when software stock prices started to slide."
His prediction for 2026? "A complete standstill in the software market. Not just in Belgium, but across Europe."
The culprit? AI’s disruptive potential. "Everyone is questioning the lifecycle of software companies. Valuations are dropping fast – except for AI, cybersecurity, and data management, where record multiples are still being paid."
Yet even here, he cautioned: "Revenue multiples are history. If you’re not growing more than 20 percent and are profitable, you won’t find a buyer."
"In 2026 we will see a complete standstill in the software market. Not just in Belgium, but across Europe."
The audience speaks: pessimism takes hold
A live poll revealed the room’s gloomy outlook for 2026: the largest group expected deal volumes to drop by 10–20 percent – a sharp contrast to the survey’s earlier optimism. "The war may have changed everything", Luypaert conceded.
Maenhout doubled down: "Uncertainty is at record highs. Wars, energy shocks, supply chain chaos: it’s 2020 all over again." Yet, he added: "Crises force prudence, but they also create the best buying opportunities."
Berckmoes echoed the sentiment: "We’re heading for stagflation. The Strait of Hormuz could close for months, crippling logistics. But for investors, this is the time to strike if you dare."
M&A’s value creation paradox: from failure to success
The conversation then shifted to a question that has long haunted dealmakers: Does M&A actually create value? For years, the prevailing wisdom was grim: failure rates of 70 percent or higher were often cited as gospel.
But according to Mathieu Luypaert, the narrative is changing. "These views stem from old academic evidence", he explained. "The reality today is far more encouraging."
Luypaert pointed to recent research, including a study from the Journal of Corporate Finance, which revealed a striking reversal. "Before the 2009 subprime crisis, acquirers destroyed value on average. But post-crisis, M&A has become value-creating for shareholders."
Even the consultants at Bain & Company – once the bearers of the 70 percent failure rate – have flipped their script. "Their latest research now shows a 70 percent success rate", Luypaert noted, underscoring the sea change in perception.
The Vlerick M&A Monitor reinforced this optimism. When asked about the fraction of 2025 transactions expected to create value for acquiring shareholders, three out of four respondents agreed: value creation is now the norm. "This aligns perfectly with Bain’s findings", Luypaert added.
What works? Buy-and-build is the undisputed champion
Not all deals are created equal. The monitor identified add-on acquisitions as the most reliable value drivers, boasting an 80 percent success rate. But how exactly is this value created?
For strategic buyers, the traditional synergy playbook remains intact, though with some evolving priorities. Luypaert broke it down: "Over the past decade, the top three motives have stayed consistent: economies of scale (always #1), cross-selling (leveraging distribution networks), and acquiring technology."
But the lower ranks tell a story of adaptation. "Diversification, once an afterthought, now sits at #4. And acquiring talent – ranked #8 in 2015 – has climbed to #5." The message is clear: in a competitive landscape, people and adaptability are as critical as cost savings.
For private equity, the calculus differs. Luypaert outlined the key levers: Buy-and-build (add-ons): The undisputed champion, scoring 4.5/5 in importance. Organic growth: Still relevant, but declining in priority. Margin improvement: A 2022 peak (likely tied to geopolitical tensions) has normalized to 3.5/5. Financial leverage and multiple arbitrage: Steady at 3.5/5, but no longer the stars of the show.
Value creation, of course, requires two willing parties. So what drives sellers to the table? The monitor pinpointed three dominant motivations:
• Retirement/lack of succession: The #1 reason, particularly for family-owned businesses.
• Strategic repositioning: Entrepreneurs recognizing their limits and seeking a better-equipped owner.
• "An offer you can’t refuse": Sometimes, the right number is all it takes.
The panel’s take: people, professionalism, and PMI
The floor then opened to the panel, where Sophie Manigart pressed for insights: "We’ve gone from M&A as value destruction to value creation. What’s driving this change?"
Peter Maenhout offered a pragmatic perspective: "Honestly, I don’t have a macro answer. But from our experience, success hinges on people. Misjudging management is the #1 reason deals fail."
For add-ons, he added, the logic is simple: "You start with a platform you know. The unknowns are fewer, so the risk is lower. But even then, organizational design – how you integrate (or don’t integrate) – can make or break the deal."
Renaat Berckmoes zoomed out to the bigger picture. "The shift is structural. Pre-2008, debt was cheap and abundant: we once signed a 1.2 billion euros loan at 16x EBITDA leverage. Today, that’s unthinkable."
The financial crisis forced discipline. "Debt is still cheap, but harder to get. That’s made dealmakers more selective and professional." He highlighted the rise of Post-Merger Integration (PMI) as a critical factor. "Fifteen years ago, PMI barely existed. Now, it’s a core function in any serious acquirer. The world has gotten better at this and the results show it."
"Fifteen years ago, PMI barely existed. Now, it’s a core function in any serious acquirer. The world has gotten better at this and the results show it."
In a landscape where uncertainty is the only certainty, one truth emerges: M&A’s success no longer hinges on luck, but on rigor.
Valuation & deal processes: the shift from seller’s market to buyer’s advantage
As the evening progressed, Mathieu Luypaert turned to a topic close to every dealmaker’s heart: valuation multiples and the mechanics of deal processes. "Our monitor is widely used in practice to set realistic price expectations", he noted, diving into the data.
In 2025, the average EBITDA multiple for Belgian acquisitions stood at 6.4x, a slight dip from 6.5x the prior year. But the real story lay in the size effect – a recurring theme in the monitor’s history. "Smaller transactions (under €5M) hover around 5x EBITDA, while larger deals (€50M+) command 8x or more", Luypaert explained.
Historically, the trends reveal a two-speed market:
• Small deals (<€5M): Multiples have remained flat at ~5x for a decade.
• Mid-sized and large deals (€5–20M+): After peaking in 2024 – likely due to a stable M&A market with high-quality assets – multiples retraced to 2023 levels in 2025.
"It wasn’t about volume", Luypaert clarified. "It was about buyers paying a premium for the best assets. That premium is now easing."
Financing & deal structures: leverage rises, earnouts hold steady
Leverage was next on the agenda. "We’re not talking about the 16x EBITDA leverage of the pre-2008 era", Luypaert quipped. In 2025, the average net debt/EBITDA ratio for acquisition financing climbed to 3.4x, a notable increase from the prior year. "This could be one factor behind the cautious recovery we’re seeing in M&A", he suggested.
Deferred payment mechanisms, meanwhile, showed little change:
• Vendor loans: Present in 41 percent of Belgian transactions (consistent with prior years).
• Earnouts: Used in ~33 percent of deals, unchanged from 2024.
Process differences: PE vs. strategic buyers
The monitor also highlighted stark contrasts in how financial and strategic buyers approach deals:
Warranty & Indemnity (W&I) Insurance
• Private equity: 45 percent of deals include W&I insurance.
• Strategic buyers: Only ~33 percent use them.
"PE firms are far more likely to insure against reps and warranties breaches", Luypaert noted.
Cross-border activity: 1 in 3 Belgian deals involve foreign acquirers, with no significant difference between PE and strategic buyers.
Deal origination & process
• PE deals: 70 percent are seller-initiated, and more likely to result from auctions.
• Strategic deals: Less likely to be seller-initiated or auction-driven.
"This suggests PE firms are particularly active in competitive processes", Luypaert observed.
Tech multiples: sustainable or speculative?
The panel’s final exchange zeroed in on tech valuations, a perennial outlier. "Tech companies sit at the top of the valuation league, with multiples 50 percent higher than the market average and rising", Manigart noted. "Is this sustainable?"
Renaat Berckmoes was cautious: "It depends on growth potential. The assumption that tech will outpace the broader economy by 2x may no longer hold for software. So no, current multiples aren’t sustainable – except for AI, cybersecurity, and data-driven firms."
He added, wryly: "The multiples you showed actually strike me as low for software. But it’s a niche sector, so broad assumptions are tricky."
Manigart pressed further: "PE firms pay higher multiples for platform acquisitions in buy-and-build strategies, yet still outperform strategics on add-ons. How?"
Peter Maenhout had a clear answer: "In buy-and-build, the platform’s team is everything. You pay what it takes to secure the best team, not necessarily the biggest company. That’s less critical for strategics, which may explain the multiple gap."
"In buy-and-build, the platform’s team is everything. You pay what it takes to secure the best team."
Berckmoes expanded on the multiple arbitrage strategy: "PE firms pay a premium for the platform (which generates cash for add-ons), then buy smaller targets at lower multiples. The synergies and cheaper add-ons create arbitrage. When the cycle turns, you dilute the platform’s entry multiple by adding cheaper assets boosting returns as long as you exit at a strong multiple."
He added: "We’ve sold half our companies to PE and half to strategics. Both have their logic."
Key takeaways: a market in transition
As the audience prepared for the networking dinner, Luypaert summarized the evening’s insights:
• Gradual recovery in 2025 with mid-market headwinds.
• Multiples remain relatively stable at 6.4X EBITDA.
• Average NFD/EBITDA increasing from 2.9 to 3.4.
• 75 percent of all deals expected to be value creating!
• Recovery in 2025 more outspoken for strategic M&A, but outlook more positive for financial buyers.
The evening’s consensus? 2026 will test Belgian M&A’s resilience. Geopolitical risks, stagflation fears, and sectoral divergences (tech’s boom vs. mid-market’s bust) create a polarized landscape. Yet, as Maenhout and Berckmoes agreed: "The best investments are made when others hesitate."
For dealmakers, the message is clear: Double down on add-ons, scrutinize tech valuations, and prepare for a buyer’s market. And perhaps most importantly: bet on professionalism to achieve that value creation. It works.
