Kardia Consulting

Preparing for the next wave: M&A trends of 2025 and what to expect in 2026 for Romanian companies

KC

Jan 08, 2026By Kardia Consulting

Almost all business owners I was talking to in the last months are asking: ‘Which are the new trends ?’ and ‘What has changed within last year ?’

As I review the deal landscape for Romanian businesses in 2025 (out of multiple sources and readings, mentioned at the end) I want to share the results with (mainly) Romanian business owners.

Here one theme stands out: resilience amid uncertainty. 

Despite global headwinds, our market kept moving. In Romania, 216 M&A transactions closed in the first nine months of 2025 – an 8.5% jump over the same period last year. Total deal value held roughly flat at ~$5.4 billion, suggesting a shift toward smaller deals alongside a few standout mega-deals. For example, CVC-backed Mehiläinen’s 1.4 billion USD purchase of Regina Maria drove much of the disclosed value upsurge.

Regionally, the picture was mixed: Europe saw overall deal count still lethargic (up just 5–6% in volume for 2025, with EMEA down ~7% in deal count), even as total value rebounded (+36% globally). In practical terms, 46% of European advisors reported no change in deal volume in H1-2025 vs late 2024, while 34% saw an uptick. Central & Eastern Europe (CEE) mirrored this stability, though average deal size fell: only 31% of H1-2025 deals were above €10M (down 10 points vs H2-2024), while smaller deals (<€2.5M) became more common.

From what I’ve seen in EY's study, buyer appetite in 2025 favoured firms with clear growth stories. Strategic acquirers dominated Romanian transactions (about 86% of deal count in 9M2025). However, private equity is circling again: Private Equity-backed deals in Romania rose roughly 80% from 9M2024 to 9M2025, often targeting regional or cross-border platforms. Romania remains a net recipient of foreign capital.

Inbound deals (108) outnumbered outbound (79) in 9M2025. The top foreign buyers were from the US (15 deals) and UK (14), followed by Poland, Germany and France. Similarly, across Europe, 87% of mid-market exits were open to foreign buyers last year and 37% actually sold to overseas acquirers. This cross‑border interest makes sense: average EBITDA multiples vary widely by country, so bringing in foreign bidders can boost price.

Structuring deals in a cautious market


One clear shift in 2025 was how deals got structured. With volatility as the new normal, buyers and sellers are sharing risk more. One popular mechanism is earn-outs: deferred payments tied to future performance. Nearly half of European mid-market deals now include an earn-out and advisors report their usage rising. Dealsuite’s European Deal Terms Report found 42% of advisors saw increased use of earn-outs in 2024–25. In CEE, about 40% of respondents noted higher earn‑out usage in H1-2025. Typically these earn-outs span 6–24 months and are based on EBITDA or EBIT (69% of cases), aligning post-deal incentives when initial valuation gaps persist. Similarly, seller financing (vendor loans) is reappearing: as bank debt gets pricier (thanks to high rates), 31% of deals now use vendor loans. I’ve advised owners to expect such structures: if buyers hesitate at the valuation, an earn-out or loan bridge can make a deal work.

Valuations themselves came under pressure in 2025. The Argos Index – a tracker of eurozone mid-market EBITDA multiples – fell to 8.7× in Q3 2025, its lowest level since 2017. To put that in perspective, strategic buyers paid a median ~7.7× EBITDA and PE around 9.0×, both roughly 12% below their long-term norms. In practice, 28% of deals closed under 7× EBITDA, while only 7% topped 15×. In real terms, sellers are recalibrating expectations. As one colleague observed, “the bid-ask gap is narrowing – many founders who hoped for boom-time multiples have had to adapt.” 

The evidence suggests that a well-structured transaction with contingent elements often delivers better outcomes than abandoning a deal due to valuation gaps.

The role of AI and cross-border buyers


Even as deal terms shifted, technology marched on. AI went from edge to everyday in dealmaking. In 2023 only 3% of European PE pros used AI regularly; by 2025 that was 41% saying it’s common practice. In the CEE-region, 69% of M&A advisors now use AI tools routinely. The payoff is clearest in market research and target sourcing: about 78% of PE firms report significant added value from AI in market studies and 71% of CEE advisors agree it boosts deal origination. Even smaller firms are tapping AI for faster due diligence or legal document review. I advise owners to be tech-savvy: having clean data and a digital workflow not only appeals to modern buyers, but it lets you flag growth opportunities (and risk areas) before negotiations.

Cross-border interest remains robust. We’ve already seen that many European firms are willing to sell abroad. For Romanian businesses, that means preparing for international buyers and for entrepreneurs, this is an upside: foreign bidders often bring higher offers. How? If you can show margins similar to a peer in another market but at a lower price, you jump ahead. Dealsuite’s analysis highlights that involving overseas parties can often yield a better price due to multiple arbitrage. One example from last year on a sale where EU buyers were particularly keen – because local valuations for that niche (medical devices) were already robust. In other cases, understanding the cultural fit and post merger plans (often a big cause of earn-outs) helps smooth cross-border closes.

Looking ahead to 2026


What does this mean for founders looking to exit in 2026 or beyond? Overall, sentiment is cautiously optimistic. In Dealsuite’s PE Monitor, 49% of respondents expect exit volumes to rise in 2026 (only 33% see them flat). For acquisitions, 57% foresee higher activity. Even in private equity, 58% of pros think exits will perform positively next year. In other words, deal flow should strengthen, especially if economic conditions continue to improve (inflation easing, central banks hinting rate cuts).

However, early signs of recovery should not lead to rushed decisions. My recommendation echoes those of advisors across Europe: continue preparing, not just reacting. Buyers may return in force, but they’ll still scrutinise fundamentals. Companies with resilient cash flow, diversified customer bases and strong governance will command premium valuations.

Being exit-ready: start today


In practice exit-readiness means years, not months, of preparation. Based on the framework I use, the Value Builder System (used by thousands of companies worldwide), there are eight key drivers of value: things like recurring revenue, customer satisfaction, focus and owner dependency. My advice to clients is to diagnose and strengthen these areas early. For example, if your business relies heavily on one client or the founder’s relationships, start documenting and diversifying now. If profitability is high but growth is spotty, consider locking in more annuity income (a recurring revenue line). We see those being rewarded.

Another mindset shift: view the exit process as a journey. Use the next year to clean up your books (prepare audited financials if possible) and tighten operations. Network with potential buyers quietly – whether trade or private equity – to sense the interest and get feedback on your value proposition. And mentally, let go of the company: building a management team that can run without you boosts price and your own freedom.

Finally, stay informed with hard data and monitor local reports. These help set realistic timelines and financial expectations. For instance, knowing that 47% of sellers in Europe postponed closing in 2025 is a reminder to plan for contingencies (financing hiccups, due-diligence delays, etc.).

Key Takeaways (in brief):

  • Stable deal volumes, smaller deals: Romanian M&A deals rose ~8.5% in 9M2025. Across Europe, mid-market activity held steady albeit with fewer big tickets
  • Valuations under pressure: Eurozone EBITDA multiples hit multiyear lows (median ~8.7× ). Buyers are more cautious, so expect many deals to include price adjustments (e.g. earn-outs)
  • More earn-outs and seller finance: ~42% of advisors saw increased earn-out use in 2024–25. These deferred payments (usually 6–24 months on EBITDA) are common to bridge price gaps. Vendor loans are also rising as banks get choosy
  • AI in dealmaking: Adoption of AI tools has jumped. Over 70% of firms report meaningful value from AI in deal sourcing and research. Owners should harness data/tech now (e.g. CRM analytics, digital marketing) to stay competitive
  • Cross-border buyers: Romanian businesses attract foreign acquirers. 87% of exits in Europe were open to overseas buyers. Bringing in international bidders can drive up valuations, so prepare your company story for a broader market
  • 2026 outlook: Market sentiment is improving. Nearly half of Private Equity pros expect more exits in 2026 and 71% of European advisors are optimistic about H2-2025/2026. This means greater activity ahead – yet deals will still favor quality
  • Begin exit planning now. Top advice is pragmatic: start early. Use an exit-readiness framework/program and an consultant to identify weaknesses today. Strengthen your team, systems, and recurring revenues. The most valuable companies are well-oiled machines that can run without the owner and showing that will command a higher sale price


By combining hard market data with grounded preparation, Romanian founders can turn these shifts to their advantage. The next year should see more buyers re-entering the market – so the best time to get your house in order is now, not when you decide to sell.

My sources: