Founders' Ultimate Exit Guideline

Dear founders,

‍When do you think is the right time to reflect on your exit? The answer is: From day one.

Recently on Bpifrance Le Hub's Catch-Up Keynote event, we released our Founders' Exit Guideline — a framework we've been building based on more than two decades of experience of accompanying portfolio companies through their exits. Here's the full playbook:

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📊 The State of the Exit Market in France (2020–2025)

The French tech exit market tells a tale of two metrics right now.

Deal volume is healthy — 408 transactions in 2025, up +16% YoY. But deal value collapsed to €5.3bn, down -65% from the €15.2bn recorded in 2024.

The message? Deals are getting done — but the mega-exits are rare. In 2025, only 5 transactions exceeded $100M. The standout: Cegid acquiring SHINE for €1bn+, General Atlantic taking a majority stake in Brevo valued €1bn+, and Persol acquiring Gojob for €122M.

The market is active but selective. Which means the quality of your exit preparation has never mattered more.

🌊 Don't miss the wave — consolidation has its own rhythm

Venture is built on technical shifts. So are exits.

Look at MarTech as a case study:

• Act 1 (2012–2014): Big tech builds their stacks. Adobe buys Neolane, Salesforce acquires ExactTarget, Oracle takes Eloqua. Incumbents are assembling end-to-end marketing clouds.
• Act 2 (2016–2020): The wave expands into adjacent categories. Adobe grabs Marketo, SAP acquires Emarsys, Twilio buys Segment. The ecosystem consolidates around data and e-commerce.
• Act 3 (2022–2025): PE funds takes the wheel. Vista Equity acquires BlueConic, Carlyle buys Treasure Data, General Atlantic backs Brevo. Financial sponsors roll up category leaders and mid-market players when strategics slow down.

Every sector follows a version of this arc. The founders who win are the ones who've mapped their wave — and know which act they're in. The question to ask yourself today: who are the likely consolidators in my sector in 3–5 years, and am I on their radar?

🎯 Startups are not for sale. They are bought.

This is the most important mental shift a founder can make.

A successful exit is not a transaction you initiate — it's a relationship you build. Long before any formal process begins, you should be:

• Generating interest — through partnerships, ecosystem presence, and competitive positioning. The acquirer who eventually buys you probably already knows you. Make sure they do.
• Building strategic value — not just financial value. When an acquirer evaluates you, the core question is: build or buy? You need to make the "buy" answer obvious and demonstrate ‘strategic value’. That can come from  defensible technical barriers (i.e. IP), strategic customer base, market leadership, or a unique and stellar team.
• Identifying your consolidators — map the likely acquirers in your space. Understand their M&A logic, their gaps, their recent deals. Be knowledgeable on where you could fit in their roadmap before they do.

📍 Which milestones matter and at which stage?

The signals acquirers care about shift significantly depending on your stage.

• Early stage (pre-revenue or minimal ARR): The acquirer has spotted a fast-moving sector. What he is buying is mostly team and tech. Talent scarcity is real — acqui-hires are a legitimate exit path. Your product roadmap and technical defensibility matter more than your revenue. Losses are acceptable.
• Growth stage (€10M–€15M ARR, near or at profitability): The acquirer has made the build-vs-buy decision and wants to accelerate. Now your KPIs matter: YoY growth, Saas traditional metrics in the case of a software (NRR, CAC payback), ICP clarity. The "1+1=3" synergy logic needs to be legible. Can your customer base extend theirs? Can your team build their European presence? Profitability is increasingly expected.
• Late stage (€50M+ ARR, profitable): The acquirer wants to build a standalone business unit. You need to convince that you are a category leader — not just strong metrics but clear market dominance. Customer contracts, concentration risk, potential synergies and financial statements (P&L, balance sheet, cash flows statements) will be scrutinized hard. The team question shifts too: management will likely be expected to ensure a smooth transition into the acquirer's structure and then leaves. Earnout package is the norm.

‍🏦 Who are the buyers?

Three major routes, very different profiles:

1. Trade Sale is still the dominant path. Historically dominated by US tech giants, the European buyer ecosystem is maturing: Criteo, Brevo, Equativ, Doctolib to name of few, are becoming acquirers themselves. Cross-border deals are increasing, introducing sometimes execution risk — cultural fit and integration complexity kill more deals than price disagreements. According to the live testimonial from Pierre d'Epenoux, CEO at ImCheck Therapeutics:” when you have a good-enough trade sale offer from the buyers, take it, and not IPO!”
2. IPO remains an option for the largest companies. Euronext for European-market businesses, Nasdaq for those with US ambitions or US investor bases. The IPO window is showing signs of reopening post-2025, but the size threshold remains high and the public markets scrutiny is unforgiving. We’ve noticed from the audience that there still remains a big enthusiasm towards getting listed in Nasdaq in stead of in Europe and challenged several recent European IPO stories. ‍

2.5. SPACs — are they back? The jury is still out, but the structure is being monitored post-2025. Worth watching, not yet betting on.

3. Private Equity — the big trend. The universe of tech-focused PE funds has exploded: Vista, KKR, PSG, Verdane, Marlin Equity, and many more. PE is increasingly stepping in where strategic buyers have slowed down, buying category leaders and running roll-up plays. For founders, this often means a partial exit with continued upside — but it also means governance changes and a new principal to answer to.

3.5 Secondaries (PE or VC funds) deserve more attention than they get. Partial liquidity — for founders and early investors — without a full exit is a rising trend in European VC. If the right full exit isn't available yet, secondaries can provide breathing room and align incentives for the next phase.

⚙️ The Exit Process: from A to Z

A realistic exit process from preparation to signing runs 9–12 months minimum. Here's the shape of it:

• Months -3 to 0 (Preparation): Information memorandum, business plan, financial/commercial/tech vendor due diligence. This phase is often underestimated. Do not skip VDD preparation — surprises in due diligence kill deals.
• Month 0 to M+1: Decision to launch. Marketing discussions with strategic buyers begin. Dual track strategy : Trade sale & PE fund selection in parallel 
• M+1 to M+2: Phase I — introductory calls, full marketing pack shared, Q&A. Non-binding offers (NBOs) received at the end of this phase.
• M+2 to M+4: Due diligence — management presentations, data room access, expert sessions, trading updates. This is where deals quietly die if your fundamentals aren't clean.
• M+4 to M+6: Final negotiations, binding offers (BOs), financing structure. Signing.

Three things make or break this process:

The CEO leads it. Not a banker, not the CFO alone. And at the early stage of a company, CEO’s role often takes more place than the CFO to guide things through. Acquirers want to negotiate with decision-makers. Your presence signals conviction.

The right advisor matters. A good M&A advisor maps your buyer universe, gives an honest read on valuation, aligns stakeholders, and — critically — preserves the relationship between you and the acquirer when negotiations get tense. That last part is underrated.

Timing is a strategic variable. Time your process to coincide with peak momentum: strong recent metrics, positive market tailwinds, and a clear pipeline of business news for the next 12 months. Don't launch in a trough.

✅ Key Takeaways

1. Exits can fail. Even well-prepared ones. Market shifts, misaligned expectations, due diligence surprises — any of these can derail a process months in. The preparation reduces the probability; it doesn't eliminate it. Go in clear-eyed.

2. Exit is part of your equity story. Treat it like fundraising: build and refine the narrative continuously, not just when you're ready to sell. Revisit your buyer landscape, positioning, and sector multiples regularly.

3. Leverage your investors. You may be going through this for the first time. Your financial investors have done it many times. Their network, pattern recognition, and process experience are assets — use them.

The best exits aren't accidents. They're the result of years of deliberate positioning, relationship-building, and strategic clarity — long before any banker gets on the phone.

Start thinking about your exit today. Not because you're selling. Because it will make you build better.

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Feel free to reach out at dealflow@ventechvc.com should you’d like to send your pitch or get in contact with Ventech’s team.