Shift in CEE M&A Deal Structures Reflects Ongoing Risk Adaptation

August 2025 – The mid-market M&A landscape in Central and Eastern Europe is steadily evolving to accommodate prolonged economic uncertainty. According to the latest CEE M&A Monitor by Dealsuite, the region’s leading dealmaking platform, deal terms such as earn-outs and warranties & indemnities are on the rise, reflecting a broader shift toward risk sharing between buyers and sellers.

Resilient Mid-Market, with a Shift Toward Smaller Deals

‍Despite ongoing macroeconomic headwinds, including rising interest rates, geopolitical instability, and reduced purchasing power, the volume of M&A transactions remained largely stable in H1-2025. While 39% of advisors reported similar activity levels compared to H2-2024, nearly one-third (34%) observed increased dealmaking. However, the average deal size fell, with transactions above €10 million dropping from 41% to 31%, and a noticeable rise in deals under €5 million, confirming a shift toward smaller, more agile transactions.

More Earn-Outs, Strong Use of Warranties

‍Deal structures continued to evolve. Earn-outs saw increased application, with 39% of advisors reporting more frequent use. Warranties and indemnities also saw a sharp rise, with 44% of respondents noting their growing prevalence. While vendor loans and capital maintenance clauses remained largely unchanged, asset/liability transactions gained moderate traction.

Floyd Plettenberg, CEO of Dealsuite, commented: “A decade ago, market turbulence often paralysed M&A activity. Today, many dealmakers have adapted to operating in an environment where uncertainty is constant. This resilience is particularly visible in the SME segment, where we continue to see healthy deal flow and an evolution in deal structures that share risk more evenly between buyer and seller. It is a sign of a more mature and strategic M&A market in the CEE region.”

Different Outlooks by Sector

‍Looking ahead to H2-2025, sector performance expectations are mixed. Industrial & Manufacturing, Healthcare & Pharmaceuticals, and Software Development are seen as the top three sectors likely to experience growth. In contrast, Retail, Hospitality, and Construction are expected to see a decline in deal activity, with retail most frequently cited for contraction due to weakened consumer demand.

Valuations Adjust but Remain Attractive

‍The average EBITDA multiple declined slightly to 5.2x, down from 5.3x in H2-2024. Most sectors saw either a modest decrease or stability in multiples. However, Software Development and Agri & Food saw small increases, highlighting persistent demand in these areas.

According to Tim Lammar, Team Lead CEE at Dealsuite, "The latest monitor confirms what we’re hearing daily from advisors: while macroeconomic uncertainty remains, dealmakers in the CEE region are not standing still. Activity is holding up well, especially in the mid-market, where pragmatism, sector focus, and cross-border interest continue to drive transactions forward."

Investor Interest Remains High

‍The market remains a seller’s market, with companies for sale attracting an average of 5.2 serious buyers, only slightly down from 5.7 in H2-2024. Sectors such as Software, Healthcare, and IT Services continue to draw the most attention.

Outlook for H2-2025: Cautious Optimism

‍Despite mixed feelings about the first half of the year, 70% of advisors express optimism for H2-2025. While 33% expect financing to become more difficult, the sentiment is supported by steady deal flow, increasing succession-driven sales, and interest from cross-border buyers.