The number that arrives too late

In 2025, dealmakers surveyed by Vlerick reported that 49% of transactions closed below the buyer's opening offer. Ten years earlier the same survey put that figure at 27%. The Vlerick Business School M&A Monitor asks the advisers who sit in these negotiations, so it records what practitioners saw rather than counting the market. Put the two side by side and they say something awkward about business valuation for a Belgian SME: the number you open with is increasingly not the number you bank. Most owners meet that gap somewhere between the letter of intent and closing, holding a report that was accurate the day it was written and has since stopped mattering.

Owners are right to have the company valued. The mistake is reading the result as a calculation somebody performed, rather than a position somebody has to defend line by line against a buyer with their own model, their own bank and their own alternatives.

Why a valuation report reads like an answer

A valuation report looks like arithmetic, so it gets treated as arithmetic. The methods reinforce the impression. The ITAA, the Belgian institute of tax advisers and accountants, sorts them into three families in its technical note on the valuation of shares: income based methods built on discounted future cash flows, market based methods that apply multiples drawn from comparable companies and transactions, and cost based methods that work from adjusted net assets. The note is blunt about the limits of the exercise, stating that no single method is suitable in every situation.

Each family produces a range rather than a figure, and the width of that range is set by assumptions a buyer will contest.

• The growth you have written into years three to five, which a buyer will discount towards what the last three years delivered.
• The working capital the business needs to run at that growth, which is rarely the level sitting on the closing balance sheet.
• What the company would have to pay a professional manager to do the job the owner currently does, for nothing or for far too much.

Move all three and roughly a turn of EBITDA comes off the value. Nothing in the report was wrong. It was never a single number to begin with.

There is also less privacy here than owners expect. In 2025, 593,323 sets of annual accounts were filed with the National Bank of Belgium's Central Balance Sheet Office, and the public can consult them free of charge. A serious buyer has read three years of your filed accounts before your first meeting. Their opening view of your company valuation is already formed, on figures you never got to explain.

What the market actually pays for an established SME

Pricing for profitable Belgian companies runs through EBITDA multiples, and the Monitor found 72% of 2024 deals used one. The average matters far less than the spread. In 2025 the average acquisition multiple was 6.4 times EBITDA, close to the 6.5 times recorded for 2024. Underneath that average, size does most of the work.

In 2024, deals below EUR 5 million averaged 5.0 times EBITDA, deals of EUR 20 million to EUR 100 million averaged 8.4 times, and deals above EUR 100 million averaged 10.5 times. The published 2024 bands jump from under five million straight to the twenty to a hundred million range, so most Belgian mid market sellers have to read their own segment off the figures either side of it.

The same 2024 data puts Flanders at 6.9 times, Brussels at 6.5 and Wallonia at 6.0, with sector gaps wider still: technology at 9.1 times against construction at 4.8. Who is buying moves it again. In 2025 private equity funds paid an average of 7.3 times EBITDA where strategic buyers paid 6.2.

Two things follow from that spread. Your multiple is largely decided by facts you cannot change in the six months before a sale, namely your size and your sector, with your region adding a point either way. And the EBITDA the multiple is applied to is itself up for argument, which is why EBITDA normalisation moves more money in practice than the multiple debate does. If your company has no meaningful EBITDA yet, none of this arithmetic reaches you and venture logic takes over instead, which we cover separately in startup valuation in Belgium.

The buyer's bank sets a ceiling you never see

This is where price parts company with value. A financial buyer does not pay out of its own cash. It pays out of a structure, and the structure has a hard limit. The Monitor put the average net debt to EBITDA ratio used in Belgian acquisition financing at 3.4 times in 2025, up from 2.9 times in 2024. That ratio is the ceiling.

Work it through on a company with EUR 2 million of normalised EBITDA. At the 2025 average of 6.4 times, enterprise value is EUR 12.8 million. At the 2025 leverage average of 3.4 times the bank funds EUR 6.8 million, so EUR 6 million has to come from the buyer's own equity, and that equity carries a return requirement the debt does not. Now push the price to 8 times. Enterprise value goes to EUR 16 million, the bank does not move, and the equity cheque jumps from EUR 6 million to EUR 9.2 million. The buyer is being asked to put 53% more of their own money at risk for exactly the same company. That is usually the real reason a price stops moving, and it says nothing about what your business is worth.

So structure carries the gap when the price cannot. Vendor financing appeared in 43% of Belgian deals in 2024, and an earn-out does the same job from the other direction. Both let a buyer sign at a number their equity alone could not fund on day one. Both also convert part of your price from cash into a claim.

Enterprise value is not what reaches your account

The multiple gives you enterprise value. What you receive is equity value, and the route between the two is where headline prices quietly shrink. Net financial debt comes off. So does anything the buyer's adviser can argue behaves like debt: underfunded pension commitments, tax exposures, dividends declared but not paid, maintenance capital expenditure that should have happened and did not. Then comes the working capital adjustment, measuring what you deliver at closing against a normalised level agreed months earlier, which routinely moves a mid market price by more than the final round of haggling does. It is the least discussed line in the EV to equity value bridge and one of the most expensive.

An owner who has only ever been shown a headline enterprise value has not been told their price. They have been given the opening position of a second negotiation, one that starts after they believe the first is finished.

Business valuation services are also bought by owners who are not selling

Not every valuation exists to support a price. Belgian owners now have a tax reason to know what their shares were worth on one particular day. The capital gains tax on financial assets applies to gains realised from 1 January 2026, value built up to 31 December 2025 falls outside it, and so the value of unlisted shares at that date fixes the base for everything afterwards. The law allows that historical value to be established by a réviseur d'entreprises or a certified accountant, and the method, the data and the significant assumptions belong in a written report rather than in an assertion.

A contribution in kind, a shareholder buying out a minority, a family transfer, the strike price on an option plan: each needs a defensible value and none involves a buyer. That is the cleanest way to see the distinction. A valuation gives you value, a supportable opinion about a business. Only a buyer with committed financing gives you price, which is what one party will pay on one day under constraints that belong to them. Confusing the two costs money in both directions. Owners who anchor on a tax or accounting valuation turn down good offers, and owners who anchor on an offer accept bad ones.

The dups approach

What we hand over is not a figure but a defended range: your case and the buyer's case modelled side by side, the normalisation file documented before anyone asks for it, and the equity bridge drafted at the same time as the enterprise value rather than three months later. Under Specialist Support that is the commonest reason owners call. They hold a number from an accountant or a broker, the decision in front of them is whether to accept an offer, and what they need is the figure a funded buyer can actually reach and what becomes of it between signing and closing.

On a Full Deal Execution mandate the same work sets the shape of the process. Knowing where your multiple sits by size, sector and buyer type tells us which buyers can credibly reach your number and which will spend six months of your time not reaching it. Knowing what leverage a Belgian bank will support tells us how much of the price has to be structured, in vendor finance or an earn-out, before we ask for it.

If you want a first bracket before any conversation, our company valuation tool puts your own figures through discounted cash flow, multiples and the venture method in a few minutes. Read what it returns as a starting point for your own thinking rather than as a price, because it has not seen your normalisation file and it has no view on what a buyer's bank will fund.

Two situations are worth an hour before they become a decision: holding a valuation without knowing whether it survives contact with a funded buyer, and holding an offer without knowing what sits behind the number. Talk to us before you sign anything that fixes a price.

Questions owners ask us

How much is my business worth?

For a profitable Belgian SME, start from normalised EBITDA and a multiple set by your size, sector and region. The Vlerick M&A Monitor put 2024 deals below EUR 5 million at 5.0 times EBITDA and 2024 deals of EUR 20 million to EUR 100 million at 8.4 times. Then take off net financial debt and debt-like items to reach what you would receive.

What multiple will a buyer pay for a Belgian company?

In 2025 the average Belgian acquisition multiple was 6.4 times EBITDA, with private equity funds at 7.3 times and strategic buyers at 6.2, according to the Vlerick M&A Monitor. Small deals sit well below that. The ceiling is usually financing: Belgian acquisition debt averaged 3.4 times EBITDA in 2025, and everything above that comes out of the buyer's own pocket.

Why is the price a buyer offers lower than my valuation report?

Because the two answer different questions. Your report values the business on assumptions a buyer will not simply accept: the growth in years three to five, the working capital the business really needs, the cost of replacing you. A funded buyer also has a bank ceiling on leverage and other targets to spend the money on. The gap is a negotiation, not an error.

Thomas Samson, Associate at dups