Strategic focus on value creation: M&A buyers prioritise immediate value and tighter deal discipline

Deal-making has become more disciplined, with an emphasis on synergies, integration planning and long-term value rather than volume alone. Katharine Byrne, Partner and Head of Deal Advisory at BDO in Ireland, discusses why this shift is happening and how it is changing the way transactions are structured and executed in this Irish Examiner article.

Strategic focus on value creation

The Irish M&A market has been remarkably robust despite all the global economic uncertainty and geopolitical tensions. However there is a clear shift in deal-making where there is still significant capital available but it’s no longer deployed indiscriminately.

Boards and investors are placing greater emphasis on the quality of earnings, certainty of execution and a credible path to post-deal performance, which means transactions are increasingly being judged by their ability to deliver strategic fit as well as financial return. As a result, buyers are approaching M&A with sharper focus, more rigorous due diligence and earlier integration planning. This often results in longer processes where commercial and operational due diligence teams are looking to engage with management teams earlier in the process to ensure the post-deal strategic plan is clearly mapped out and all parties are fully aligned. 

Deal structures are also becoming more flexible to bridge valuation gaps and manage risk but this needs to be carefully managed at outset by the advisors to ensure they are structured for tax and clearly understood/drafted to ensure no disputes arise on future earn-outs. The result is a more selective M&A environment in which value creation is designed into the transaction from the outset rather than pursued after completion. 

Business owners looking to maximise their valuation need to start exit-planning ideally 2-5 years in advance of the sales process. This is not just about tax planning but also ensuring the right management team are in place and appointing your advisors to ensure the business is “due diligence ready” – which includes streamlining operations, regularising financial reporting, protecting any IP, reviewing contracts and reducing any over-dependencies on key customers/suppliers/staff. 

Regulation, tax and ESG as deal shapers

We look at how regulatory oversight, evolving tax frameworks and ESG considerations are now core elements of transaction strategy rather than afterthoughts. In this increasingly complex deal environment, trusted advisory expertise is more important than ever. We also examine why legal, financial, tax, property, consultancy and corporate finance advisers play a critical role in guiding successful transactions.

Regulation, tax and ESG now shape transactions from the earliest stage because each can influence valuation, timing, structure and ultimately whether a deal proceeds at all. Increased scrutiny from regulators such as CCPC means that parties need to appoint advisors at the outset who can clearly assess the proposed transaction and advise them on reporting requirements both mandatory and voluntary

More complex cross-border tax considerations and growing expectations around sustainability governance and reporting have also made transaction planning materially more demanding. In that context, experienced advisers bring far more than technical support: they help identify risks early, test assumptions, coordinate workstreams and give decision-makers the confidence to move at pace in a complex environment. 

Early engagement with advisors help management teams convert their strategic ambition into a deal that is practical, compliant and capable of delivering long-term value.

Content adapted from the Irish Examiner.

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