Deloitte study: market conditions and go-to-market readiness, the factors that determine private companies to initiate M&A transactions
Market conditions and go-to-market readiness are the main factors that determine when private companies decide to initiate mergers and acquisitions (M&A) transactions, according to Deloitte “Private Company Outlook. Market Readiness” study. Thus, 50% of the leaders of private companies who anticipate the sale or transfer of the business indicate the dynamics of the market as a determining factor, while 43% highlight the go-to-market readiness as a decisive factor in setting the transaction timeline.
The most common reason for initiating a sale or transfer process is to ensure the business continuity (40%), ahead of obtaining liquidity for the business (22%) or for the owners (13%). Regarding the factors that could lead owners to sell all or part of the organization, 45% of respondents indicated a desire for a new partner to scale the business and 37% indicated a financial sponsor with the ability to scale the business.
Nearly six in ten respondents (57%) who anticipate a future transfer or sale of the company say the transaction will take place in a maximum of three years, according to the study, which analyses the responses of the leaders of 100 private companies in the United States, with annual revenues above 100 million dollars.
Approximately half of the leaders who indicated that their organization intends to sell in the next 1-3 years (51%) and 3-5 years (55%) say they are prepared for the due diligence process but still need to hire third party advisors. Among organizations planning a sale within the next 12 months, 80% are already working with external advisors, the study shows.
Tax aspects are the biggest concern for companies, with almost nine in ten leaders identifying tax cost on recognized gains (88%) and transfer taxes (87%) as major concerns in the context of a transaction. At the same time, about two-thirds (66%) of respondents consider historical tax issues to be a source of concern when organizations prepare for a transfer or sale.
"The Deloitte study shows that the moment when a company initiates a sales process is determined almost equally by external and internal factors, namely market conditions and the company's level of readiness, and this situation is largely reflected on the Romanian market as well. We are seeing an increased interest in transactions and a more intense competition for high-quality assets, and companies that accelerate their internal preparation and align their strategy with market dynamics will have a clear advantage in attracting investors and maximizing transaction value. Romania’s M&A market is the most dynamic in the Central and Eastern Europe region and offers some of the most attractive investment opportunities for both strategic investors and investment funds. In 2025, private equity and venture capital funds have allocated over 500 million euros to the local market - a record level - and I expect even higher investment volumes in the years ahead," said Radu Dumitrescu, Advisory Partner-in-Charge, Deloitte Romania.
The study shows that M&A deals don't necessarily mean the retirement of founders. Half (50%) of private company leaders surveyed said that founders/owners of organizations plan to become board members following the sale or transfer of their company. Respondents from companies with annual revenues below 500 million dollars were more likely to indicate the founder would fully exit the company (35%), compared to those from companies with revenues of 500 million dollars or above (13%).
More than four in ten respondents (43%) estimate that the proceeds from the sale will have a mixed structure, combining cash payment with earnout arrangement. Respondents from organizations with annual revenues of 500 million dollars or higher are more than three times more likely to indicate that the revenue from an exit transaction will include a mixed structure – part sale, part rollover – compared to those from organizations with annual revenues below 500 million dollars.
The Deloitte study "Private Company Outlook. Market Readiness" was conducted among 100 leaders – CEOs, chief financial officers (CFOs), presidents, board members, as well as partners or owners – of private companies in the United States, with annual revenues ranging from 100 million dollars to more than 1 billion dollars, that anticipate a future transfer or sale.
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