Creating value in M&A happens not only in the deal phase, but especially in the pre-deal phase and post-deal, when quantified synergies need to be realised.
Mergers & Acquisitions
Your challenges
M&A are extremely complex and time-consuming, yet they need to be well prepared and once ongoing finalised as soon as possible so you can start realising the synergies of the deal. With your ongoing, day-to-day business operations, it’s unlikely you have the time or the in-house resources required to manage each aspect of the process (whether pre-deal, deal or post-deal) quickly and optimally.
Lately, with increasing interest rates, several disruptions that require transformation and a lot of economic uncertainty, preparing for an exit has become crucial and if you want to do it right, it is crucial to start early: take sufficient time to perform a carve-out, prepare your business for exit and focus hereby on the metrix a corporate or financial buyer is looking at when evaluating a target (and not necessarily too much on your own KPIs).
As a buyer, you need to perform thorough due diligence to ensure you know all inherent risks in the target in order to properly address them in the SPA. The deal must also be executed in a tax-efficient way, or you’ll end up with inflated costs.
How we can help
Our multidisciplinary PwC Transactions team of over 100 people is highly experienced in all aspects of M&A, both locally and abroad. We have experience in working with both corporate as well as financial buyers and assisted already quite some family-owned companies going through this process, both on the family side as on the company side. We save you a great deal of time - and therefore cost - while ensuring the best possible outcome by providing you with a complete, end-to-end M&A solution.
Pre-deal, we thoroughly cover all relevant aspects like tax considerations towards exit, structuring of the carve-out, pre-deal enhancement of the deal value, impact on the family estate of a potential deal, share purchase agreement, vendor due diligence or vendor assistance etc. We thereby align our approach to your needs and the size of the company, using our technology and internally developed tools to streamline the process.
In the deal, we assist we can work both for a Seller as a potential buyer.
For the buyer we can assist with (top-up) due diligence, tax structuring, advice towards the share purchase agreement, assistance with W&I, tax modelling, etc., depending again on the needs, the sector and the size of the Target.
For small targets, we can offer a ‘light’ due diligence making use our Tax Due diligence tool. Find out more about our Tax Due Diligence Light and request a demo.
Post-deal, we guide you through restructuring and complete post-merger integration, assist with tax rulings, where required, etc.
Our diverse, tech-enabled M&A specialists work alongside you to optimise every aspect of your transaction, from start to finish.
What we can offer
- (Vendor) due diligence
- Acquisition structuring
- (Re)financing
- Carve-out and prepare for sale
- W&I and tax insurance
- Post-merger integration
- Fund structuring
- Management incentive planning
- Tax modelling
- Transaction documentation and future tax audits
(Vendor) due diligence
Our (vendor) due diligence services enable both buyers and sellers to approach a transaction with the confidence that comes from fully understanding the tax risks from the outset. For sellers, PwC Belgium performs a thorough pre-sale assessment to identify and address potential exposures, enhancing transparency, strengthening credibility with buyers, and facilitating a more efficient sale process. For buyers, we conduct detailed risk assessments of the target and translate findings into actionable insights, including implications for the share purchase agreement (SPA), ensuring that risks are clearly identified, quantified, and appropriately reflected in the transaction terms.
Acquisition structuring
A well-designed acquisition structure is critical to achieving both immediate and long-term value. PwC Belgium advises clients on the optimal structuring of acquisitions, including the selection of acquisition vehicles, jurisdictional considerations, and financing arrangements. We assess key tax parameters, such as withholding taxes and interest deductibility, to develop robust and efficient structures. Our approach ensures that transactions are executed in a tax-efficient manner, minimising leakage while supporting sustainable value creation aligned with the client’s strategic objectives.
(Re)financing
In an evolving financing landscape, PwC Belgium assists clients to design and implement financing and refinancing solutions that balance commercial flexibility with tax efficiency. We advise both borrowers and lenders on a wide range of funding structures, including alternative instruments such as private debt and bond issuances. Our analysis focusses on key tax considerations, including withholding tax implications and interest deductibility, ensuring that financing arrangements are optimised to reduce costs, enhance returns, and align with broader strategic objectives.
Carve-out and prepare for sale
Effective preparation is key to maximising value in a divestment. PwC Belgium supports clients through carve-out and exit readiness processes, often initiated well in advance of a planned sale. We assist in separating business units into standalone entities and enhancing the maturity of financial and tax functions. This ensures that the business can withstand buyer scrutiny, reduces execution risk, and increases overall attractiveness in the market, ultimately contributing to improved deal outcomes.
W&I and tax insurance
As transactions become increasingly complex, PwC Belgium leverages warranty and indemnity (W&I) and tax insurance to facilitate smoother deal execution. We assist clients in structuring insurance solutions that address both general and specific tax risks identified during due diligence. By mitigating potential exposures and enabling risk transfers, we help unlock stalled negotiations, protect stakeholder interest, and support successful deal completion.
Post-merger integration
Realising value from an acquisition depends on effective post-merger integration. PwC Belgium supports clients in aligning the acquired business with their existing operations, addressing tax, legal, and organisational considerations. We help design and implement integration strategies that capture identified synergies while managing associated risks. This structured approach ensures that anticipated benefits are achieved and the combined organisation operates efficiently and compliantly.
Fund structuring
From initial setup to ongoing operations, PwC Belgium supports clients with their fund structuring, focussing on achieving their strategic and financial objectives. We design structures that facilitate acquisitions, enable efficient profit repatriation, and align stakeholder interests. By navigating complex tax frameworks, we help funds operate efficiently while maximising value for investors and management teams.
Management incentive planning
Retaining and incentivising key management is critical to the success of any acquisition. PwC Belgium designs tailored management incentive plans that align leadership interests with business performance. We structure tax-efficient reward mechanisms, such as equity participation or performance-based incentives, to motivate and retain key individuals while supporting long-term value creation.
Tax modelling
Tax modelling is a critical tool in evaluating transaction scenarios. PwC Belgium develops detailed financial models that quantify the tax impact of different structuring and financing options. By integrating tax considerations into business plans, we provide clients with clear visibility on outcomes, enabling informed decision-making and reducing the risk of unforeseen costs.
Transaction documentation and future tax audits
Beyond closing, PwC Belgium helps clients navigate the ongoing tax implications embedded in transaction documentation. We monitor key provisions, advise on audit interactions, and support the management of potential claims. This proactive approach ensures that clients remain compliant, preserve their contractual rights, and effectively manage tax risks long after the deal has closed.
The team that will support you
Florian Jacobfeuerborn
Contact us
