Introduction

Buying a company is not just about finding a good price. It is about securing the right target, structuring the deal, and protecting your future. Complex acquisitions can create outsized wins or costly mistakes. That is why having an experienced M&A advisor is not a luxury, it is a necessity.

Why process matters

Acquisition is a journey with multiple moving parts: valuation, negotiations, legal checks, and integration planning. Without a clear process, you risk delays, hidden liabilities, and missed opportunities. At dups, we combine financial and legal expertise under one roof to make sure every step is strategic and every clause protects your interests.

Strategic objectives and criteria for acquisition

Before you start looking for targets, you need clarity on why you are buying and what success looks like. Without this, you risk chasing deals that drain resources or create cultural friction.

Key questions to define your objectives:

- Are you aiming for market expansion, new capabilities, or cost synergies?

- Is this about accelerating growth, defensive positioning, or diversification?

- What is your risk appetite and timeline for integration?

Criteria to screen targets:

- Financial health: Revenue stability, EBITDA margins, debt levels.

- Strategic fit: Complementary products, customer overlap, cultural alignment.

- Scalability: Ability to grow without heavy reinvestment.

- Deal size and complexity: Does it match your financing capacity and operational bandwidth?

Identifying and evaluating targets

Finding the right company to acquire is not about luck, it is about method. The best deals rarely appear on public listings. They are sourced through networks, proactive outreach, and strategic screening.

Sourcing Channels

- Direct approach: Contacting entrepreneurs whose businesses fit your criteria. This often unlocks off-market opportunities.

- Industry networks: Trade associations, sector events, and supplier relationships can reveal businesses that are not actively for sale.

- Advisory Networks: Boutique M&A firms like dups leverage investor and entrepreneur ecosystems to surface hidden gems.

- Data Platforms: Tools like Orbis or PitchBook can help identify companies by size, sector, and financial metrics.

- Competitor Mapping: Analysing adjacent players who could strengthen your market position.

Screening Metrics

Once you have a list, apply filters to avoid wasting time:

- Financial Health: Revenue trends, EBITDA margins, debt ratios.

- Strategic Fit: Does the target complement your product, market, or capabilities?

- Customer Base: Concentration risk and overlap with your existing clients.

- Operational Strength: Processes, technology stack, and scalability.

- Cultural Compatibility: Integration is easier when values align.

Red Flags to Watch

- Unexplained Revenue Spikes: Could indicate unsustainable practices or aggressive accounting.

- High Customer Concentration: If one client represents 40% of revenue, that is a risk.

- Pending Litigation or Regulatory Issues: These can derail a deal or add hidden costs.

- Payroll and Social Liabilities: Unresolved payroll taxes, social security contributions, or pension obligations are frequent Belgian deal breakers.

- Overdependence on Key People: If the business collapses without the founder, integration will be painful.

- Outdated Systems: IT and compliance gaps can lead to expensive upgrades post‑acquisition.

What we do for buyers

1. Targeting and Sourcing

We go beyond the obvious listings. Our team taps into private networks, sector intelligence, and investor ecosystems to identify targets that fit your strategic objectives. Many of the best opportunities are off-market, and we know how to unlock them.

2. Strategy Definition

Every acquisition starts with a plan. We help you define:

- Deal type: Share deal, asset deal, or merger.

- Timeline: From initial approach to closing.

- Conditions: Regulatory, financial, and operational requirements. This ensures you move with clarity and avoid surprises later.

3. Preparation of Key Materials

You need more than enthusiasm to start a conversation. We prepare:

- Business plan and investment thesis: Why this deal makes sense.

- Valuation models: DCF, multiples, and scenario analysis.

- Financial projections: To support negotiations and financing. These materials frame the discussion and position you as a serious buyer.

4. Driving Discussions

First impressions matter. We manage:

- Initial outreach: Professional and confidential.

- Qualification of intent: Is the seller ready and realistic?

- Momentum: Keeping talks constructive and avoiding stalls. Our role is to keep the process moving without unnecessary friction.

5. Negotiating Terms

This is where deals are won or lost. We handle:

- LOIs (Letters of Intent): Setting the tone and key conditions.

- Price structure: Fixed price, earn-outs, or hybrid models.

- Warranties and indemnities: Protecting you from hidden risks. Every clause matters, and we make sure they work for you.

6. Due Diligence Orchestration

Due diligence can be overwhelming. We organise:

- Financial, legal, operational, HR, IT, and environmental checks.

- Data room management: Ensuring documents flow smoothly.

- Issue tracking: Spotting and resolving blockers early. Our integrated approach means fewer delays and better risk control.

7. Closing Support

The final stretch is critical. We manage:

- Final contracts: Share Purchase Agreement (SPA) and ancillary documents.

- Conditions precedent: Ensuring all requirements are met.

- Effective transfer: From signing to funds flow. We sit next to you until the deal is done, not just until the paperwork is drafted.

The dups advantage

We are not just advisors, we are sparring partners for entrepreneurs. Our integrated approach accelerates execution, improves deal quality, and reduces costs. We sit next to you, anticipate risks, and deliver clarity under pressure.

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