Deal Process and Advisory Playbook

• Information asymmetry structurally favors buyers over first-time sellers on earn-outs and EBITDA add-backs
• Progress Software's Jeremy Segal closes diligence and a definitive agreement in 30 days by front-loading data requests before the LOI
• CVC Capital sold a Greek eCommerce company for $747 million without an investment bank, keeping the $9 million in advisory fees
• Business owners increasingly pick M&A advisors who have built and sold in their own industry over ones with a longer deal count
• Formal bake-offs with boards and flown-in banks are replacing warm introductions in creator economy M&A
• A €6 million revenue, €1.5 million EBITDA restaurant business was turned away because no active buyer existed for its size and sector
• Liquidation rarely costs an owner less than an underwhelming offer once severance, leases, and discounted machinery are counted

‍

Valuation, Structuring, and Post-Close Value Creation

• Working capital disputes recur from undefined targets, shifting seller behavior, no agreed process, and unresolved post-close tension
• Post-close retention and integration speed affect deal value more than paying 7x versus 8x EBITDA
• Carve-outs fall into three patterns based on how entangled the seller's IT architecture is with its parent
• OTB reported €237.3 million in EBITDA on €1.7 billion in revenue, but only €10.1 million in EBIT
• A thin patent portfolio gets priced into offers through valuation cuts or escrow holdbacks
• Only 30 percent of strategic acquisitions clear the acquirer's own internal return targets
• ASMPT's divestment of NEXX to Applied Materials succeeded on trust and cultural alignment, not negotiation tactics

‍

Market Data and Deal Volume Trends

• UK public M&A of UK-listed targets has reached levels not seen since 2018, with inbound activity doubling from $38 billion to $77 billion
• Acquisition premiums have stayed broadly stable across three decades of market cycles despite higher funding costs
• Median SaaS deals cleared at 4.0x revenue in the second quarter, with vertical SaaS climbing to 54 percent of deals from 46 percent
• India's M&A deal value rose 18 percent to $123.8 billion in 2025 even as deal count fell 3 percent
• MENA's M&A market gained momentum through the second quarter of 2026, led by domestic and outbound deals
• Industrial companies represented roughly 20 percent of global M&A deal volume over the past year
• Seventeen biotechs have chosen reverse mergers over traditional IPOs so far in 2026, nearly matching the 19 that went public
• A Deloitte survey of 500 dealmakers found GenAI adoption in M&A at 90 percent, with 37 percent using it across multiple deal stages

‍

Cybersecurity M&A Momentum

• Cyera's roughly $1 billion acquisition of Oasis Security is the largest attempted by a five-year-old, still venture-backed cybersecurity company
• July produced roughly 100 cybersecurity M&A and financing deals worth close to $4 billion
• Fortinet's acquisition strategy targets distressed or low-revenue security assets, adding Virtue AI, Suridata.ai, Next DLP, and Lacework
• Strategic buyers now drive 86 percent of cybersecurity M&A volume as capital shifts from detection toward prevention

‍

Landmark Transactions Announced

• Deloitte advised BMC Manufacturing Ireland on its €900 million sale to Kingspan Group, the largest-ever Irish-on-Irish private acquisition
• Grant Thornton will acquire CBIZ in an all-cash $5 billion deal, the largest M&A deal in accounting in more than 25 years
• Stripe finalized an agreement to acquire OpenRouter for more than $7 billion
• Goldman Sachs agreed to acquire LCN Capital Partners for up to $410 million, its second asset management deal in under 10 days
• Sanofi cut 229 jobs at Blueprint Medicines' Cambridge site as it integrates the $9.1 billion acquisition
• Maguar Capital agreed to acquire a majority stake in Schlafender Hase after an eleven-month process
• Fifteen private equity-backed platforms have together acquired more than 480 fire safety businesses

‍

Cross-Border and Sector Consolidation

• The proposed €21 billion Saipem-Subsea 7 merger has entered EU Phase II review over market concentration concerns
• Brenntag acquired Woojin Trading to reinforce its presence in South Korea's personal care ingredients market
• Redsquid completed its two largest acquisitions by headcount yet, targeting £250 million in revenue
• Deloitte advised Nichols plc on its acquisition of VITHIT alongside its BMC-Kingspan mandate

‍

Small Business and Buyer Financing

• An SBA 7(a) loan financed 90 percent of a $1.2 million car wash acquisition, with an investor covering the rest for 20 percent equity
• Manufacturing and service business buyers are anchoring valuations at 8x to 12x EBITDA with 20 to 30 percent earn-outs
• A $4 million insurance agency, bought with seller and family office financing, paid off its debt in four years and sold for $12 million

‍

Thanks to Anirudh Sathya, Cabot Earle, Martina Trojakova, Kison Patel, Jeremy B. Hill, Brian Dukes, Chris Erwin, Tuluhan Erdemi, Joshua Novick, Kai Hesselmann, Michael Rosenberg, Armando Zuccali, Robert Plotkin, Adesola Ajibola, Jeffrey Tan, Guenter Lauber, Cathal Deasy, Mitch Berlin, Tim Tracy, Dirk Sahlmer, Tarun Aggarwal, Brad Watson, Natalie O'Hanna, Kyle LaHucik, Brian Pinto, Cole Grolmus, Domenic Perri, Pramod Gosavi, Eric McAlpine, Richard Dennehy, Antoine Daubigny, Alan Sheehan, Julie Standley, Natasha Mascarenhas, Alastair Matchett, Jack Shuang Hou, Martin Galas, Joe Lewin, Philips Matthew, Gust Desmedt, Doug Woodburn, Ben Kelly, Greg Head, and Adam Coffey, and everyone else who contributed insights to this edition. Find the full list of posts and voices on LinkedIn: