The 2025 Vlerick M&A Monitor delivers a comprehensive pulse check on Belgium’s M&A landscape — and the verdict is clear: despite turbulent macroeconomic waters, the market is proving remarkably resilient.
At openthebox, where we decode private market data to surface opportunity, we see these trends as both confirmation and a call to action. Below, we unpack the key shifts and standout dynamics we believe are most relevant for investors, advisors, and operators navigating Belgium’s private markets.
Confidence Returns to the Deal Table
While 2024 was marked by a mix of caution and incremental recovery, expectations for 2025 are upbeat. A striking 63% of M&A experts surveyed expect deal activity to increase this year — particularly for large-cap transactions (deals over €50 million), while more than 7 out of 10 forecast a boost.
What’s fueling this optimism?
- Business confidence tops the list of deal enablers.
- Bank financing availability is seen as a critical variable — especially given Belgium’s reliance on traditional debt channels.
- A backlog of private equity exits is building pressure to deploy capital — a theme echoed across the mid-market.
Pricing Dynamics: Multiples Inch Up, but Gaps Remain
The average EV/EBITDA multiple rose slightly to 6.5x in 2024, up from 6.4x the previous year. Yet, that number hides a more nuanced reality:
- Technology (9.1x), pharma (8.5x), and healthcare (8.0x) lead the valuation pack.
- In contrast, construction (4.8x) and retail (5.6x) lag behind.
- Regionally, Flemish targets (6.9x) continue to command a premium over those in Wallonia (6.0x).
Deal Structuring: Creative Financing is Gaining Ground
With persistent valuation mismatches, dealmakers are turning to creative structuring:
- Vendor loans are increasingly common in smaller deals — rising sharply to 39% in the sub-€1m bracket.
- Earnouts, however, are losing steam in large deals — down to 15% in >€50m transactions.
- Warranty & Indemnity (W&I) insurance is on the rise, even in the €20–50m segment — signaling growing sophistication in mid-cap Belgian M&A.
ESG, Cross-Border & What’s Next
Three additional themes stand out:
- ESG Due Diligence is becoming standard, especially among strategic buyers, jumping from 17% to 24% of deals in a year.
- Cross-border deals — both inbound and outbound — are expected to rise, underscoring Belgium’s role as an M&A hub with European relevance.
- Speed matters again: Deal timelines stabilized in 2024, reversing years of prolonged cycles.
What This Means for Private Equity
For private equity, the 2025 M&A climate in Belgium presents both a challenge and a window of opportunity.
1. Time to Deploy Dry Powder
Years of delayed exits due to valuation volatility have created a stockpile of capital. The survey reveals 55% of respondents expect a rise in PE exits this year. With improving sentiment and stabilization in pricing, PE firms are now under pressure from LPs to put cash to work — fast, but wisely.
2. Valuation Gaps Demand Structuring Creativity
The median valuation gap between buyer and seller exceeds 10%, driven in part by seller overconfidence and opportunistic bidding. This is where PE investors can lean into structured solutions — earnouts, vendor loans, deferred payments — to bridge gaps and get deals over the line.
3. Mid-Market Is Still Ripe
While large transactions garner headlines, the mid-market (€5–50m) is where Belgian PE is likely to find the most traction. It remains more resilient, with deals driven by succession needs, consolidation plays, and sectoral transformation.
4. ESG as a Value-Creation Lever
PE firms have traditionally led on ESG diligence — but the gap with strategic buyers is closing. This reinforces the need to differentiate through operational impact and clear ESG narratives that support future exit premiums.
5. Increased Use of W&I Insurance
As PE becomes more active in the lower-mid market, the rising adoption of Warranty & Indemnity (W&I) insurance — even in €20–50m deals — provides an additional lever to de-risk transactions.
In short: 2025 is a go year for Belgian PE — but winning means finding alignment. Between buyer strategy and seller expectations, between capital availability and deal quality, between structure and simplicity.
How openthebox Helps You Stay Ahead
We help PE and M&A professionals uncover signal in the noise:
- Track readiness to sell based on ownership, succession, and growth flags.
- Assess fair value through real-world comps, not just multiples.
- Map the market by segment, geography, and financing patterns.
2025 is shaping up to be a defining year for dealmakers. Let data be your differentiator.
