Best of LinkedIn: M&A Insights CW 17/ 18

Earnouts resurfaced as the preferred bridge for valuation gaps, however they work only when payout rules are locked in up front

Sandbagging clauses drew scrutiny; buyers are tightening wording to keep fraud claims alive post‑closing

Brand and other intangibles are moving from footnote to headline item in price negotiations

Boards are recalibrating away from “premium at any cost” toward fundamentals, tax‑efficient structures and transfer‑pricing rigour

Anti‑bribery diligence shifted from tick‑box to value‑preserving must‑have, especially in emerging‑market targets

Best‑in‑class acquirers start integration before signing, aligning leadership, HR KPIs and systems early

Private‑equity playbooks now hard‑wire integration pacing to investment thesis, preserving optionality to divest non‑core units later

Brave Bison’s £7.6 m purchase of The Fifth underscored the rule: small tuck‑ins can unlock outsized revenue synergies when cultural fit is high

CEOs are demanding “full‑potential” synergy capture, treating integration as a transformation and not a cost exercise

Tariff exposure is being mapped into Day‑1 operating models to protect deal economics

Corporates are leaning on M&A to accelerate access to talent, tech and new markets rather than sheer scale

Yotpo flagged a pre‑IPO acquisition path to deepen product breadth and lock in enterprise logos

Big‑pharma BD teams, facing policy headwinds, doubled down on bolt‑ons that speed pipeline diversification

Wealth‑advisory and advertising sectors highlighted the “human factor” –succession planning and client impact, as critical to deal thesis success

Middle‑market trans‑Atlantic opportunities grew as SMEs chase partners to hedge currency and tariff volatility

Generative‑AI tools are compressing diligence cycles – automating document review, risk flagging, and valuation sensitivity runs

CIOs warn that tech debt, not culture, is now the top post‑merger value killer; integration blueprints must prioritise system harmonisation

“Lifeboat” AI build‑versus‑buy debates are tilting toward targeted acquihires that come with domain data sets

New global Public M&A Guide launched to simplify digital‑first, cross‑border deal execution

Tariff turbulence remains the dominant exogenous risk; deal models assume multiple duty scenarios and local‑for‑local supply shifts

Successful cross‑border bids are backing diligence with pre‑cleared regulatory engagement plans and culturally attuned integration squads

Healthcare buyers are recalibrating diagnostics deals to offset tariff‑induced cost spikes and protect innovation roadmaps

Leveraged‑finance desks flagged pricier debt and tighter covenants, pushing acquirers toward cash‑rich structures or equity partnerships