The Thursday the words start costing money

A founder in Ghent is sitting in front of a two page document headed non-binding letter of intent. Six weeks ago she had never used the phrase due diligence. She now has a number, an exclusivity period and eleven conditions she has not fully read. If you want a working M&A meaning, that document beats any dictionary entry: mergers and acquisitions is the family of transactions through which ownership of a company, or of a defined part of it, moves from one set of hands to another, plus the process that gets the change verified, negotiated and executed.

Most owners learn this vocabulary in the order she did: too late to choose it, early enough to be held to it.

M&A meaning in law: almost always an acquisition, almost never a merger

In everyday use, mergers and acquisitions covers everything from a family business selling to a competitor to a fund taking a majority stake in a software company. In law the two words are not interchangeable. A merger in the strict sense is a restructuring under the Belgian Companies and Associations Code: the absorbed company is dissolved without liquidation, its assets and liabilities pass to the absorbing company by operation of law, and it runs on a merger proposal drawn up by the board and approved by the shareholders in a notarial deed. Nothing is bought. The shareholders of the disappearing company receive shares in the surviving one.

That route is used mainly inside groups, to simplify a structure or to move a business between entities under common control. It is not how unrelated parties trade companies. When a Belgian entrepreneur sells, the transaction is an acquisition: someone pays money for shares or for assets, and both legal entities carry on existing either side of the closing. So when you read mergers and acquisitions on an adviser's website, read acquisitions.

Share deal or asset deal: the choice that shapes everything after it

In a share deal the buyer acquires the shares in your company. The company keeps its contracts, its staff, its VAT number, its history and its liabilities, and the buyer inherits all of it. The transfer itself is administratively light: for registered shares it is written into the share register, and that entry is what makes it effective against the company and against third parties. The weight sits in the contract instead, because the only thing standing between the buyer and what it has inherited is the set of representations and warranties you give.

In an asset deal the buyer takes named assets and named liabilities and leaves the rest behind. It is slower and more formal. Real estate requires a notarial deed, intellectual property requires its own registrations, and most commercial contracts cannot be handed over without the counterparty agreeing. Belgian company law also allows an entire business, or an autonomous branch of activity, to be transferred as one unit rather than item by item, which saves the assignment work but adds its own proposal and approval steps.

Sellers push for a share deal because it is a clean break. Buyers often prefer assets because it lets them leave the history where it is. Where you land changes the tax outcome, the length of the process, and how much of the negotiation ends up being about warranties rather than price.

What the Belgian market looks like in numbers

Belgian dealmaking follows the shape of the Belgian economy. The population of companies that actually gets bought and sold here is overwhelmingly small or mid-sized, owner-managed and privately traded, which is why practice runs on bilateral negotiation and warranties rather than on public bid rules.

The M&A Monitor of Vlerick Business School surveys these prices annually, and its 2026 edition asked 158 Belgian dealmakers what they had paid on 2025 transactions. The 2025 average was 6.4 times EBITDA. Within that same year private equity funds paid 7.3 times, strategic buyers 6.2 times, and technology targets 9.7 times. The same survey found that in 49% of 2025 transactions the final price landed below the initial offer, against 27% a decade earlier. That last number tells you where the real risk in a Belgian process sits: holding a headline figure is considerably harder than agreeing one.

The M&A process, stage by stage

The sequence is stable even when the deal is chaotic. Preparation, approach, indicative offer, due diligence, contract negotiation, signing, closing, then the months after closing when the price is finalised and the warranties are still live. Three of those transitions change your position materially:

• The letter of intent turns interest into a price range and usually into exclusivity, which is the point at which you stop having competing options and start having one counterparty.
• Due diligence is where the buyer tests every assumption sitting underneath that price, and where most of the value lost in a transaction is lost.
• Signing and closing are two separate events, and the gap between them is where conditions precedent, regulatory filings and financing either get resolved or unravel.

Each stage has its own failure modes. If you are the seller, the preparation work is set out in our piece on how to prepare for a strong and profitable exit. If you are the buyer, the equivalent discipline is in acquiring a business the right way. The investigation itself is covered in due diligence in Belgian M&A, and the reason the last two dates in the process are not the same date is explained in signing versus closing.

People type the ultimate dealmaking checklist into a search bar, and there is a defensible version of one. Our M&A checklist for Belgian deals sets out what has to be ready before you let anyone near your numbers. What a list cannot supply is the judgement about which two or three items your particular buyer will attack, and in what order.

Where the leverage sits, and what timing does to it

Leverage in an acquisition is a structural position, not a negotiating style. It comes from having a credible alternative, from controlling what information moves and when, and from not needing the deal more than the other side does. Almost every clause worth arguing about moves one of those.

Exclusivity is the plainest case. A buyer will ask for it before committing real money to advisers, and that is fair. Its length is negotiable, and it matters more than the price range above it, because a long exclusivity period with a weak exit condition gives the buyer the right to reprice you at leisure while nobody else is allowed in the room. The two page document in front of the founder in Ghent fixes exactly that period, and its length will do more to her final proceeds than the figure printed above it.

Conditions precedent are the second lever. A few are imposed rather than negotiated: where the parties together turn over more than EUR 100 million in Belgium and at least two of them each turn over EUR 40 million there, the deal must be notified to the Belgian Competition Authority before closing, and a straightforward case can be cleared under the simplified procedure. Most Belgian mid market deals fall below those thresholds, so the conditions in your share purchase agreement are the ones the parties wrote themselves. Every one is a date on which somebody is allowed to walk away.

The third lever is the price mechanism, and it is the one sellers concede without noticing. The figure in the letter of intent is an enterprise value. What reaches your account is that figure adjusted for debt, cash and working capital, minus whatever has been pushed into an earn-out, a vendor loan or an escrow. Negotiating hard on the multiple and then accepting the bridge as drafted gives the win straight back.

The dups approach

Whether you sell shares or assets is a tax question, a structure question and a price question at the same time, and at dups those three answers get produced together rather than in sequence. The financial side builds the valuation, the model and the bridge from enterprise value to the amount that reaches your account. The legal side writes the structure, the letter of intent, the share purchase agreement, the warranty package and the closing mechanics. That combination earns its keep in the fortnight when a diligence finding turns into a proposed price reduction, because the reply has to be a numbers reply and a contract reply at once, and it is due in days.

Under Full Deal Execution we run the whole transaction from first strategy to closing, for ten companies a year, each selected through an investment committee. Under Specialist Support we take the part that is under pressure: a valuation that has to survive a buyer's analyst, an investor package, an equity incentive plan, or the negotiation of a document that has already started going the wrong way. We work out of Brussels, Ghent and Antwerp, with a network of European and international funds, Belgian family offices and private investors, and 30 years of Deminor heritage.

In almost half of Belgian deals last year the final price came in below the first offer. Staying in the other half is preparation work, and it begins a year or so before a buyer calls rather than in the week a letter of intent lands on the table. Tell us where you are in that year, and we will tell you which of your accounts, contracts and shareholder arrangements a buyer will use to move the number.

Questions people ask about M&A

What does M&A actually mean?

M&A stands for mergers and acquisitions. It covers the transactions through which ownership of a company, or of part of one, changes hands, and the process of negotiating, investigating and executing that change. In Belgian practice almost all of these are acquisitions, where a buyer pays for shares or for assets. A legal merger, where one company is absorbed into another and disappears, is mostly used inside groups.

Is there an ultimate dealmaking checklist I can just work through?

There is a reliable list of what needs to exist before you go to market: clean accounts, a documented normalised EBITDA, shareholder matters settled, contracts that survive a change of control, and a data room somebody can navigate. Working through it removes most of the avoidable damage. It will not tell you which items your buyer will use against you, and that is the part that decides the price.

How long does an M&A process take in Belgium?

Six to nine months from mandate to closing is what we see on a prepared Belgian mid market sale, and complex or cross-border deals run past twelve. Preparation is the variable part: accounts, contracts and shareholder arrangements have to be put right before anything is shown. Once a buyer is engaged, the pace is set by due diligence and by the conditions agreed between signing and closing.

Louis Vanheurck de Tornaco, COO at dups