From garage index cards to market leader
It begins in 2003 with something that would no longer be allowed today: physical index cards containing personal data.
Yvette’s mother had run a small business from home in the 1970s and built a file of people who participated in research studies. When she stopped, the boxes were stored in the garage.
Years later, Yvette wants to start her own business. No boss, more freedom. Her mother tells her: “I still have those index cards, do something with them.” Yvette digitizes everything, automates the process and starts growing. The company expands to 25 employees, around 50 flexible workers, two call center locations and ultimately 80,000 respondents in its digital database.
Respondenten.nl becomes the leading respondent recruitment company in the Netherlands, working for major brands and research agencies.
The merger that collapsed at the first COVID press conference
Around 2019, the industry becomes increasingly technical. More processes are automated, client expectations rise and technology investments grow rapidly. Yvette’s team handles projects for companies like bol.com, but they do not have the same scale or investment power. The logical solution seems to be a merger with a larger party. Yvette speaks with competitors and larger players and finds a strong match with her biggest Dutch competitor. They agree to merge. On a Friday in March 2020, hands are shaken. “We’re doing this.” Someone asks: “Could that virus in Italy come here too?” “It will probably be fine. That same Sunday, the first major COVID press conference is held. Monday morning the phone rings: let’s pause. Nothing is signed, but a lot of time and money was invested. The plan is to revisit the merger after the crisis. COVID lasts longer than one summer. The merger falls apart.
When the Norwegians reach out
In September, an advisor calls Yvette. He has a potential buyer: a Norwegian company active in 18 European countries, similar to Respondenten.nl but much bigger and more automated. Yvette is curious. She meets first with the Dutch intermediary, then with the Norwegians themselves. A strong match emerges quickly. They enter exclusive negotiations. Ironically, two other potential buyers appear around the same time, but exclusivity prevents them from exploring those paths.
Three women opposite fifteen men
As talks progress, the buyer’s team grows rapidly. Yvette and her co-founder start with just the two of them, then bring in a freelance finance specialist, creating a team of three women. Across the table are teams from the buyer: dealmakers, accountants and Big Five advisors. Sometimes ten to fifteen men in one room. Yvette feels they are not always taken seriously—not because the business lacks quality, but because of perception. “It sometimes felt like we were ‘the girls with a cute little company.’” She decides to change the dynamic on her own terms. She calls a friend who is a partner at a Big Five firm and asks for a heavyweight finance expert. As soon as this advisor joins, the dynamic shifts. The buyer’s team looks surprised: who is she, and what is her role? The message is clear: this is not a casual sale, this is serious.
Nine months of due diligence and a tough fight over capital maintenance
Some deals close in six to eight weeks. This one takes nine months. The buyer is owned by a large private equity fund, and they leave nothing to chance. Up to twelve accountants scrutinize every detail of the administration. Every invoice, every discrepancy, every booking is questioned. Meanwhile, the business must continue running during COVID. Having strong people around you is essential. Towards the end, a major obstacle emerges: capital maintenance. The buyer wants financial guarantees in case issues arise after closing. Logical, but the buyer’s demands are far too heavy, according to Yvette’s advisor. Too much money blocked, too much implied distrust and too much impact on how the deal feels. There is a heated meeting with lawyers on both sides. Yvette gets angry. At one point she says, “Then you simply won’t get my company.” They walk away. The deal stops. Only when the original advisor steps in does movement return. Apologies follow, conditions are adjusted to Yvette’s terms and the deal proceeds.
The email that changes everything and the reality of the bank balance
The breakthrough does not come with champagne, but with an email. Yvette is in a management team meeting when the message comes in: the deal is approved, all green lights. The first emotion is relief. Later, when the money arrives and she sees what she can freely access, the excitement follows. But reality remains: the headline valuation is rarely the amount landing directly in your account. Debts are settled, part is reinvested in a management incentive program and another part remains blocked for warranties.
Then the tables turn
On signing day, it becomes clear that the buyer is also negotiating with the company Yvette originally planned to merge with. A few months later, that competitor is acquired as well. Yvette now sits on the buying side of the table.
She stays for three years, helping integrate the two Dutch companies and learning what it is like not to be the smartest person in the room, to report to international shareholders and to work in a private-equity-driven environment.
It is educational but difficult at times. Decisions are made that she disagrees with, but she has less influence as a former founder.
A double void
In February this year, Yvette leaves the company for good. At the same time, her children leave home. Business gone, children gone. Meanwhile, she relocates to Lisbon with her husband and later returns to the Netherlands.
All roles disappear at once, and the question becomes: what do I actually want?
Her advise to entrepreneurs, especially women
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Do not let anyone diminish your business or your role.
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Know your numbers and your story inside out.
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Bring your own advisors and finance experts.
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Ensure your team keeps the business running during due diligence.
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And remember: the headline valuation is not what lands in your bank account.
What we take from this at Virtual Vaults
Yvette’s story reflects exactly what we see daily in mid-market M&A. Due diligence is a full-time job. Perception and preparation determine your negotiation strength. Capital maintenance and guarantee structures require clarity and control. A strong internal team matters as much as your external advisors. And parallel buyer interest demands tight process discipline.
The best deals are not always the highest priced deals, but the ones where the entrepreneur:
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knows their numbers thoroughly
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has their information structured in a professional dataroom
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lets seasoned advisors manage the process
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and has already thought about life after closing
