Deal criteria

Dealmakerdata.be is the most comprehensive overview of M&A Deals in the Netherlands and Belgium. The data and insights from Dealmakerdata.be are regularly published on our community platforms MenA.nl and MandA.be. These publications include the League Tables that present a ranking of Dutch and Belgian Dealmakers and Firms.

The rankings are based on the number and total value of the M&A Deals that count towards the League Table rankings. The League Tables are country specific. This document explains the criteria that are being used to select the M&A Deals that are included in the Dealmaker database and in the country specific League Tables.

1. League Table inclusion

1.1. Database coverage

Dealmakerdata.be presents a variety of data associated with Mergers and Acquisitions (M&A). For this purpose, an M&A Deal is defined as a transaction involving a (partial) transfer of ownership in an ongoing business entity.

Our goal is to present a fact based and mutually comparable ranking of Dealmakers and Firms based on their deal activity and deal involvement. The League Tables are country specific. Mena.nl presents the Dutch League Tables. Manda.be presents the Belgian League Tables. Registered M&A Deals where at least one of the parties involved – Buyer, Target, Seller or Financer – can be considered Dutch or Belgian will count towards the country specific League Tables. A company is regarded Dutch or Belgian if it is headquartered in the Netherlands or Belgium. Exceptions to these rules can be made (1) if the editorial board of MenA.nl and/or Manda.be has reasons to assume a company is registered in the Netherlands or Belgium for other than operational reasons (e.g., fiscal). (2) If the company uses dual headquarters. (3) if the companies separate the legal and operational headquarters.

1.2. Deal value

Transactions with a deal size greater than or equal to €5 million are included in the M&A League Tables. If the deal size is undisclosed, deals are included on the basis of a reported or estimated value greater than or equal to €5 million. If the deal value is below €5 million, the deal will still be processed in the M&A Deal database. However, these deals will not count towards the ranking in the M&A League Tables.

1.3. Stake acquisitions

Deals with a deal value of at least €5 million where the total percentage sold is greater than or equal to 30% of the entire share capital count towards the ranking of the M&A League Tables. The Deal Value used for the purpose of the ranking is based on the price of the acquired stake, not on the market capitalization of the target company.

1.4. Timing of inclusion

Deals qualify for inclusion in the League Tables from the date of:

• the announcement of signing of a definitive/binding agreement if the deal is private; or
• the announcement of a formal offer for a publicly listed company, where the offer is made to the shareholders of the target company.

The announcement dates will not be amended upon the disclosure of full deal terms or signing of a definitive agreement at a later date.

Deals will be listed in the Deal database and League Tables according to the order of their announcement date under a and b. The date of bids, closing, completion or withdrawal will be registered, in so far as they are known. The date of indicative offers, letters of intent, memorandums of understanding, heads of agreement and non-binding agreements are not registered in the Deal database.

1.5. Deal types included in the Deal database

The types of M&A Deals that can be registered in the Deal database are:

• Acquisitions
• Participations
• Joint Ventures
• Mergers
• Investments
• Divestments
• IPOs (Initial public offering)
• FPOs (Follow on offering)
• Delisting’s
• Partitions
• MBOs (Management Buy-out)
• MBIs (Management buy in)

1.6. Deal types excluded from the Deal database

The types of M&A Deals that can't be registered in the Deal database are:

• Outsourcing contracts
• Share and bond issues
• Share issues where the shares of all shareholders remain the same
• Listing of an investment fund
• Purchase of own shares
• Bare asset deals (e.g., real estate, oil fields, wind farms)

2. Value methodology

2.1 Deal value

Deals are valued at their published value. If multiple values are published, the deal value is taken as the sum of the consideration paid by the acquirer for the equity stake in the target plus the value of the net debt in the target. If the deal value is not published, a deal range will be used. Earn-out arrangements are not included in the determination of the deal value. However, if this information is publicly available, it can be included in the deal description. The deal value is expressed in euros. If the deal is paid in another currency, the deal value will be calculated on the basis of the exchange rate on the deal announcement date.

2.2. Treatment of specific deal types and considerations

• Stock/share considerations

  Valuation is based on the target’s closing share price on the last trading day prior to announcement. Should the terms be revised, the value of the deal will be updated using the target’s share price on the last trading day prior to the announcement of the revised offer

• Mergers

  Valuation is based on the value of the target company, identified as:

  • the company with the smaller equity stake in the merged entity
  • the company with the smaller market capitalization prior to announcement (where terms are not disclosed)
  • the company for which an offer is being made. The target in a merger of equals is identified by reference to the smaller of the two market capitalizations prior to announcement or to the smaller of the two revenue figures

• Joint ventures

  Valuation is based on the value of the contributed assets, provided the valuation of the assets is representative of the equity valuation of the new entity.

3. Adviser credits and League Table guidelines

3.1. Advisory roles

Dealmakerdata.be presents comprehensive overviews of the Dealmakers and Firms that are involved in each M&A Deal in their capacity as Adviser for the following specific M&A Expertise:

• Brand Due Diligence
• Commercial Due Diligence
• Consultancy
• Dataroom Support
• Debt Advisory
• ECM Advisory
• ESG Due Diligence
• Financial Due Diligence
• Legal Advisory Banking & Finance
• Legal Advisory Competition & Regulatory Law
• Legal Advisory Corporate M&A
• M&A Advisory
• Operational Due Diligence
• PMI Advisory
• PR Consultancy
• Private Equity Management
• Restructuring
• Software Due Diligence
• Tax Advisory
• Valuation
• Venture Capital Management

3.2. Adviser credits

• The ranking of Dealmakers and Firms in the League Tables are based on the volume and value of the Deals in which they are involved in their capacity as Adviser for the Buyer, Seller, Target or Financer (subject companies). The weight of their involvement is expressed in credits. The number of credits calculated determines the individual ranking of each Dealmaker and Firm in the League Table.
• Advising Firms to a subject company are credited with the full deal value of the transaction. If there is more than one advising company, the Advising Firm that is registered as the Lead Company is credited with the full deal value of the transaction.

• Credits are awarded to each Dealmaker based on their level of involvement in the Advisory Team of an Advising Firm that is registered as the Lead Company. The level of involvement for an individual Dealmaker is based on the seniority of their role in the Advisory Team divided into three levels:

  • Team leader: Leader advising team,
  • Level 1: MD, partner(s), head of M&A
  • Level 2: Director, Senior advisor(s), associate, legal counsel, etc.
  • Level 3: Junior advisor(s), analysts, etc.
• An Advisory Team can only have one team leader. The Dealmaker who is registered as team leader is credited with the full deal value of the Deal. All other Advisory Team members will be listed in the Deal database but will not be credited with the deal value for their League Tables ranking.
• When crediting Dealmakers and Firms for an M&A Deal with a registered value range, the lower limit of the value range will be used.
• An Advising team has a leading role if they are involved as the primary adviser for the M&A expertise concerned. If this is the case, please select the checkbox for Lead Company. This has an implication for the League Table ranking of the Company and the Dealmakers involved.

3.3. Publication of League Tables

The League Tables are updated and published on a daily basis on our Dutch and Belgian platforms MenA.nl and MandA.be and on the Homepage of Dealmakerdata.be Specific League Tables for different categories of M&A Advisers and Firms are published Quarterly in Het Financieele Dagblad. Using the advanced search options in the League Table menu allows you to create very specific League Tables based on, for example, M&A expertise, periods, industries or deal type.

4. Guidelines for a Deal submit

4.1. Guidelines

• Everyone with an online account can submit deals via Dealmakerdata.be/add-deal.

• In the absence of a press release or stock exchange announcement the following minimum information must be provided in order to submit a Deal:

  • Date of announcement
  • Names of the subject companies (buyer, target, seller, financer)
  • Deal value if disclosed. If the deal value is undisclosed, a value range can be selected. If a value range is also undisclosed it is obliged to indicate if the deal value is more than 5 million euros
  • Percentage sold if disclosed. If the percentage sold is undisclosed, it is obliged to indicate if it is more than 30%
  • Deal description, (preferably with motives for the transaction and a description of the principals)
  • Applicable law

• The following additional information can be provided to complete the Deal information:

  • M&A Expertise of the Advising companies
  • Names of the Advising companies and if they are lead company or not
  • Advising Dealmakers and levels (optional)
  • Deal structure
  • Deal funding
  • Press releases
  • Completion date

4.2 Inclusion of Deals in the League Tables

To be included in the Quarterly League Tables, deals must be submitted before the following deadlines:

• Q1, 31 March
• Q2, 30 June
• Q3, 30 September
• Q4, 31 December

Claims for adviser credits on transactions announced after the submission deadlines and before the end of the quarter are accepted. However, these deals will not be processed in the publication of the League Tables. The online version of the League Tables on Dealmakerdata.be will always provide the most accurate representation of the league tables.

In order to ensure as comprehensive and as high quality a product as possible, Dealmakerdata.be needs to know that all material submitted for inclusion is accurate, that the contributor has all necessary permission to provide the submission, and that use of the material by MenA.nl and Dealmakerdata.be will not infringe on any right (for example, copyright) of any third party or breach any law or agreement (for example, an obligation of confidentiality). By submitting information, therefore, each contributor is confirming to Dealmakerdata.be that all of these statements are correct.

5. Notice

5.1. Notice

By submitting material each contributor acknowledges and accepts as reasonable that Dealmakerdata.be reserves exclusively and in its sole discretion the right to review all submissions, the right to determine at any time whether or not to include and/or withdraw them, the right to determine valuation, database and league table eligibility, and the right to determine the validity of any challenge (including the right to request further information as required).

6. Contact

6.1. Contact

For more information regarding the deal inclusion criteria, deal valuations, research methodology and league table credits, or to submit information for inclusion in the Dealmakerdata.be database, please contact the Dealmakerdata.be deal team:

Phone: +31 (0)20 246 7400

Email: deals@sijthoffmedia.nl