Technology M&A 2025

BELGIUM Trends and Developments Contributed by: Steven De Schrijver, Allegiance Law

Introduction Technology has taken on an increasingly critical role in M&A, as executives re-enter the trans- actions market with a sharpened focus on the strategic value of technology. This shift is largely driven by the rise of AI – primarily generative AI (“GenAI”), which is transforming business opera- tions and necessitating AI-focused M&A strate- gies. Companies are now emphasising their AI capabilities not only in the value proposition of the transaction itself but throughout the entire M&A process, from evaluation to post-deal inte- gration. Finally, an overview of the Belgian tech M&A scene will be provided. “GenAI systems” refers to a class of AI models designed to create new content, such as text, images, music, or other data. Unlike traditional AI, which primarily analyses or classifies existing data, GenAI learns patterns and structures from the input data and then uses that knowledge to produce original outputs. In this evolving landscape, technology due dili- gence – covering IT, cybersecurity, and digital strategy – has become an essential component of transactions. Although it is not always the primary focus, technology due diligence offers a thorough examination of a target’s techno- logical foundation, aiming to uncover both risks and value-adding opportunities. This assess- ment evaluates how well the technology strat- egy aligns with the company’s growth ambitions, the financial commitment required to stay com- petitive, and any hidden security or operational risks within the IT infrastructure. The impor- tance of AI-specific assessments is rising, with companies eager to showcase AI as a driver of business value. By providing insights into both the technical capabilities and business opti- misation potential of AI solutions, technology due diligence enables investors and buyers to

make informed decisions, negotiate effectively, and ensure smooth integration or carve-out of acquired assets. Use of GenAI Systems During M&A Transactions A recent survey by Bain & Company reveals that only 16% of respondents currently use GenAI systems in their M&A processes. Among those not yet using these tools, 16% indicate they are likely to adopt them within the next year, and a substantial 80% expect to integrate GenAI into their practices within the next three years. GenAI systems hold transformative potential across various stages of the M&A process. They can accelerate data analysis, uncovering patterns and insights that might go unnoticed in manual reviews. Additionally, these systems streamline the due diligence phase by rapidly analysing documents, contracts and other mate- rials to identify inconsistencies and flag critical issues. GenAI also enhances valuation model- ling, creating sophisticated financial models that simulate different scenarios to provide stake- holders with a clearer picture of a target com- pany’s potential value under varying conditions. Use of GenAI systems in different stages of M&A process The application of GenAI systems will be exam- ined across the following four stages of the M&A process: • setting up an M&A strategy and identification of a deal; • preparation of a deal and its fulfilment; • supporting post-deal integration and man- agement; and • transformation and value realisation.

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