NETHERLANDS Trends and Developments Contributed by: Maarten de Boorder, Bas Vletter, Samuel Garcia Nelen and Rutger Sterk, Greenberg Traurig, LLP
Introduction The M&A landscape in the Netherlands continues to evolve, influenced by shifting economic and geo - political dynamics (such as conflicts and tariffs), the transition to a more sustainable and digital econo - my, and heightened regulatory pressures. During the first months of 2025, the outlook is marked by both opportunities and challenges, presenting a complex yet promising environment for deal-makers. Decision- makers at corporates, financial institutions and private equity funds generally feel confident to engage in stra - tegic transactions, but there is an increased focus on deal certainty and execution risks. With increased activity forecasted across several sec - tors, a heightened focus on digitalisation and the need for more sophisticated transaction structures, the Dutch M&A market is primed for a dynamic phase of sustained growth and reinvention. Below, the authors examine the key trends, expectations and shifts shap - The authors are optimistic that the M&A markets will continue to gain momentum during the rest of 2025, given the strong start in the first half of the year. With inflation having slowed down in the eurozone, and with the European Central Bank (ECB) having halted the cutting of interest rates in July 2025 at a relatively low percentage, the authors expect positive develop - ments in the lending capacity and investment case of, in particular, private equity. Consequently, this will continue to increase the willingness of private equity bidders to go after targets and make offers at levels that will gain traction on the sell side. This develop - ment dovetails with the still-active legacy sell-side pipeline (both for private equity and strategic parties), as the relatively long-term slowdown of the M&A markets in 2022/2023 – which continued into 2024 – delayed the start of many sales processes. For pri - vate equity, this will increase pressure to return capital to investors. Indeed, sell-side auctions have become increasingly common. In particular, assets that relate to the energy transition space and artificial intelligence (AI)-based solutions remain highly sought after, and valuations continue to rise rapidly. The geopolitical landscape (eg, conflicts, tariff wars) remains uncer - tain, but the markets are showing signs of being able ing this vibrant market. Expectations for 2025
to better cope with such uncertainties (and not letting them interfere with deal-making). This being said, fun - draising across all asset classes fell to its lowest level since 2016 (a trend that will continue into the future). Current Trends and Developments Geopolitical challenges and the need to secure supply chains While the Dutch and international M&A landscape in 2025 presents promising opportunities, there are obvi - ous challenges. Geopolitical factors, such as ongo - ing conflicts and tensions, related restrictive measures and sanctions, supply chain disruptions and export controls, will impact private equity’s M&A strategy. This impact will be felt in – amongst other areas – advanced semiconductor manufacturing and, more generally, the (deep) tech sector. On the other hand, the need to secure supply chains is expected to act as a catalyst for M&A activity across various indus - tries in 2025, from automotive to healthcare, electronic components and chemicals, and, notably, the defence industry. The authors expect vertical bolt-on acquisi - tions, strategic alliances and joint ventures, to ensure access to scarce resources and stability in supply chains for portfolio companies. Private capital – focus on stable returns For several years, the authors have seen growth in investments by private equity players in certain asset classes, like infrastructure. The common denomina - tor of these classes is that they offer stable returns and have minimal exposure to economic downturns. A strong sector focus and the ability to differentiate as niche investors will remain key in 2025. The services and infrastructure sectors are particularly busy, and sectors such as healthcare and tech – which are less susceptible to volatility – are expected to continue to perform well, even though private equity invest - ments in the healthcare sector have become subject to public scrutiny. Private equity – defence industry supply chain One place that the authors see private equity flocking towards is companies that are active in the supply chains of defence industries. Whilst frowned upon in the past, recent political developments, most notably the further escalation of the Russia-Ukraine conflict, in response to which the EU has committed to signifi -
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