Overall market trends
The past 12 months have reinforced a shift that has been building for some time. M&A activity hasn’t slowed in a uniform way, but it has become more complex, more selective, and more dependent on context.
Interest rates and inflation are no longer the dominant forces shaping behaviour. While financing conditions remain important, they’ve largely been absorbed into the market’s expectations. What’s replaced them is a more fragmented and unpredictable backdrop driven by geopolitics, sector disruption, and structural change.
Key drivers of M&A activity
From macro to micro: how risk is being reassessed
The drivers of M&A activity have become more nuanced.
Rather than broad macro trends dictating behaviour across the board, we’re seeing a more granular assessment of risk at the sector, business model, and even individual company level. Geopolitical events are influencing activity, but not in a uniform way. Instead, they are creating shifts in attractiveness between sectors and geographies, with some benefiting from tailwinds while others face headwinds.
This has led to a more dynamic market, where opportunities still exist but are increasingly tied to timing and positioning. Windows of opportunity can emerge quickly, driven by themes such as defence spending, energy transition, or consolidation trends. However, those windows can close just as quickly if conditions change.
“There are windows when it’s optimal to sell, and they can open and close faster than you think. If you’re not ready when that window appears, the opportunity can pass.”
Lars Rau Jacobsen, Managing Partner
What’s striking isn’t just the presence of uncertainty, but its frequency and variety. New risks are emerging regularly, often with little warning and limited visibility on how long they will last or how far they will reach. From geopolitical tensions to rapid technological change, particularly around AI, the market is operating in an environment where long-term forecasting is significantly more difficult.
“Uncertainty hasn’t disappeared. If anything, it’s accelerated and taken new forms. What’s changed is how we navigate it; using deeper insight and preparation to give clients clarity in an increasingly complex market."
Michael Schor, Partner
Despite this, deal activity has remained resilient. The key difference is that it’s no longer broad-based. Instead, activity is increasingly concentrated around specific sectors, themes, and asset types where buyers have conviction. This has created a more uneven market, where strong assets continue to transact well, while others face more scrutiny, longer timelines, or delays in execution.
“We stay close to the market, across sectors, geographies, and with private equity, so we understand where conviction sits. That connectivity means we can guide clients towards the areas where demand is strongest, even in uncertain conditions.”
Lars Rau Jacobsen, Managing Partner
At a regional level, this selectivity is also shaping capital flows. Markets perceived as stable and predictable are attracting increased attention, particularly within Western Europe and the Nordics. In contrast, regions with higher geopolitical exposure are seeing more cautious behaviour, not necessarily a withdrawal of capital, but a more measured approach to deployment.
Key drivers of M&A activity
From macro to micro: how risk is being reassessed
The drivers of M&A activity have become more nuanced.
Rather than broad macro trends dictating behaviour across the board, we’re seeing a more granular assessment of risk at the sector, business model, and even individual company level. Geopolitical events are influencing activity, but not in a uniform way. Instead, they are creating shifts in attractiveness between sectors and geographies, with some benefiting from tailwinds while others face headwinds.
This has led to a more dynamic market, where opportunities still exist but are increasingly tied to timing and positioning. Windows of opportunity can emerge quickly, driven by themes such as defence spending, energy transition, or consolidation trends. However, those windows can close just as quickly if conditions change.
“There are windows when it’s optimal to sell, and they can open and close faster than you think. If you’re not ready when that window appears, the opportunity can pass.”
Lars Rau Jacobsen, Managing Partner
Diverging investor behaviour
Investor behaviour has also become more varied.
Across the market, we’re seeing three distinct approaches emerge. Some investors are taking a cautious stance, stepping back from certain sectors or delaying deployment until there is greater clarity. Others are continuing to invest but with increased discipline, placing more emphasis on valuation, due diligence, and downside protection. At the same time, a third group is actively leaning into the uncertainty, viewing it as an opportunity to acquire assets at more attractive valuations while competition is reduced.
This divergence is shaping deal dynamics. Processes may involve fewer buyers, but those who engage tend to be more serious and better prepared. Competition still exists, particularly for high-quality assets, but it’s more focused and less speculative than in previous cycles.
In practical terms, that means more detailed strategic discussions, earlier identification of potential risks, and greater use of tools such as market sounding and pre-emptive analysis. It also means working with management teams to refine their objectives and ensure alignment before entering a process.
“We’re strengthening the dialogue with clients before executing. It’s about testing assumptions, identifying risks early, and making sure the business is truly ready before going to market.”
Miquel Martí, Managing Partner
This earlier engagement creates a more robust foundation for the process itself. It allows businesses to address potential red flags in advance, improve the quality of information available to buyers, and present a clearer, more compelling equity story.
Risk, resilience, and long-term visibility
Perhaps the most consistent theme across all discussions is the shift in how buyers think about risk.
Buyers are placing greater emphasis on resilience, both in terms of operational performance and strategic positioning. It’s no longer enough to demonstrate historical growth. Businesses need to show how they will perform in a more uncertain and rapidly evolving environment.
This includes exposure to geopolitical risk, supply chain resilience, customer diversification, and the ability to adapt to technological change. AI, in particular, has become a central consideration in many transactions, not necessarily as an immediate driver of value, but as a factor that could reshape industries over the medium to long term.
As a result, buyers are spending more time assessing future positioning and placing greater weight on the credibility of long-term growth narratives.
Trends in deal making
A shift towards earlier engagement and deeper preparation
One of the most important changes in dealmaking is happening before a process formally begins.
We’re seeing a clear increase in early-stage engagement, with more time spent working alongside clients to assess readiness, refine strategy, and identify potential issues ahead of launch. This isn’t just about preparation in the traditional sense. It’s about shaping the conditions for a successful outcome well in advance of going to market.
In practical terms, that means more detailed strategic discussions, earlier identification of potential risks, and greater use of tools such as market sounding and pre-emptive analysis. It also means working with management teams to refine their objectives and ensure alignment before entering a process.
“We’re strengthening the dialogue with clients before executing. It’s about testing assumptions, identifying risks early, and making sure the business is truly ready before going to market.”
Miquel Martí, Managing Partner
This earlier engagement creates a more robust foundation for the process itself. It allows businesses to address potential red flags in advance, improve the quality of information available to buyers, and present a clearer, more compelling equity story.
“We stay close to the market, across sectors, geographies, and with private equity, so we understand where conviction sits. That connectivity means we can guide clients towards the areas where demand is strongest, even in uncertain conditions.”
Longer processes and more rigorous due diligence
Once a process is underway, the impact of this environment becomes even more visible.
Due diligence is broader and more detailed, reflecting the increased focus on risk. Buyers are taking more time to validate assumptions, test resilience, and understand how businesses will perform under different scenarios. As a result, deal timelines are extending, and processes that may previously have taken a few months are now often longer and more involved.
This isn’t just a reaction to uncertainty; it reflects a more fundamental shift in buyer behaviour. Decision-making is becoming more structured, with greater emphasis on evidence, data quality, and scenario analysis.
At the same time, sellers are responding by anticipating these requirements earlier in the process. Many of the questions that would traditionally arise during due diligence are now being addressed in advance, as part of the preparation phase. This creates a stronger alignment between buyer expectations and seller readiness.
The role of advisers
These changes are also reshaping the role of advisers.
The focus is moving away from purely execution towards a broader advisory role that spans strategy, preparation, and value creation. The most effective outcomes are increasingly driven by the work done before a process begins, rather than the process itself.
This includes helping clients understand how their business will be perceived by different buyer groups, identifying and mitigating risks, and ensuring that the equity story is both credible and compelling.
It also involves supporting clients over a longer time horizon. In some cases, relationships develop over several years before a transaction takes place, allowing for a more thoughtful and structured approach to value creation and exit planning.
Fewer buyers, stronger conviction
Another noticeable trend is the change in process dynamics.
Where processes in previous years may have attracted a large number of potential buyers, today’s environment often sees a more focused group. It’s increasingly common for processes to involve a smaller number of highly engaged parties, rather than a broad field of participants.
While this can reduce competitive tension in some cases, it also leads to more meaningful engagement. Buyers who enter a process are typically better informed, more committed, and more likely to follow through to completion.
“In many processes today, if you have two or three serious buyers, you’re already in a strong position.”
Michael Schor, Partner
Readiness over timing
Perhaps the most defining shift is in how businesses approach timing.
In previous cycles, there was often a strong focus on waiting for optimal market conditions. Today, that approach is becoming less practical. With conditions changing rapidly and unpredictably, the emphasis has moved towards readiness.
Businesses that are well-prepared can act when opportunities arise, whether driven by sector trends, buyer appetite, or strategic developments. Those that aren’t prepared may find themselves unable to take advantage of favourable conditions when they occur.
This is particularly important in a market where external factors can influence timing in ways that are difficult to predict. From geopolitical developments to sector-specific shifts, the ability to respond quickly has become a key advantage.
The role of advisers
These changes are also reshaping the role of advisers.
The focus is moving away from purely execution towards a broader advisory role that spans strategy, preparation, and value creation. The most effective outcomes are increasingly driven by the work done before a process begins, rather than the process itself.
This includes helping clients understand how their business will be perceived by different buyer groups, identifying and mitigating risks, and ensuring that the equity story is both credible and compelling.
It also involves supporting clients over a longer time horizon. In some cases, relationships develop over several years before a transaction takes place, allowing for a more thoughtful and structured approach to value creation and exit planning.
What this means in practice
Taken together, these trends point to a market that is still active, but fundamentally different in how it operates.
Dealmaking today requires more preparation, more analysis, and more strategic thinking than in previous cycles. It rewards businesses that are well-positioned, well-prepared, and able to demonstrate resilience in the face of uncertainty.
At the same time, it creates opportunities for those who are willing to engage early, adapt to changing conditions, and move with conviction when the right moment arises.
In that sense, the market hasn’t become less attractive, but simply become more demanding.
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