Valuing a Dutch company: EBITDA vs revenue multiples

As we navigate the 2026-2027 Dutch mid-market (MKB) landscape, the environment remains vibrant yet increasingly complex. At NextAccounting, we have observed a significant shift in how buyers underwrite risk during this period. Choosing the correct valuation lens—EBITDA or revenue—defines the success of a transaction. While headline multiples grab attention, the underlying tax and legal structures ultimately determine your net-after-tax proceeds.

• Should I prioritize top-line growth or bottom-line stability in my exit narrative?
• How do I bridge the valuation gap caused by current interest rates?
• Is my company mature enough to be valued on operating cash flow?
• Will my net proceeds be eroded by the new 2026 tax brackets?

1. Defining the Mechanics: EBITDA vs. Revenue Multiples

Valuation multiples serve as shorthand for translating performance into a purchase price. At NextAccounting, we anchor our mid-market valuations on Normalized EBITDA. This provides the most defensible proxy for debt capacity and operating cash flow.

EBITDA Multiples Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) is the standard for mature MKB firms. It allows buyers to compare margin quality and profitability across the Dutch market. It specifically measures a company’s ability to service the debt used to fund the acquisition.

Revenue Multiples Revenue multiples are typically reserved for high-growth sectors like Software and SaaS. These are used when current margins are developing or when a business reinvests heavily in growth. In these cases, top-line scale is the best indicator of future economic value.

Valuation Framework Comparison

2. The ‘Small Firm Premium’ and Sector-Specific Multiples

Smaller Dutch companies often face a “Small Firm Premium.” This is actually a valuation discount caused by higher risk profiles. Smaller firms often depend on a few customers or the owner’s specific expertise.

Data from the Overname Barometer quantifies this gap. Companies with €200k EBITDA average a multiple of 3.9x. Those with €5M EBITDA command 5.8x. This 1.9-point spread reflects the market’s preference for scale.

1. Software Development (7.2x): Valued for high scalability and recurring revenue models.
2. IT Services (6.6x): Commands premiums due to digital transformation demand.
3. Healthcare & Pharma: Shows the highest standard deviation (0.9). This indicates a wide variety of business models and risk levels.
4. Industry & Manufacturing: Traditionally stable, with multiples fluctuating based on automation and capital intensity.

By comparison, the Retail sector averages a significantly lower multiple of 2.6x.

3. Financial Normalization: Translating Results for the Future

The headline multiple is only effective if applied to a credible earnings base. NextAccounting utilizes “Financial Normalization” to identify sustainable earnings power.

Normalizing Costs

In the Dutch MKB, owner-specific expenses often cloud true profitability. We adjust for “excessive” owner compensation and private car leases common in BVs. We also remove one-time litigation or relocation costs to find the “Normalized EBITDA.”

Quality of Earnings (QoE)

The QoE analysis is often more critical than the raw multiple. This is especially vital in sectors like Healthcare with high heterogeneity. We test whether earnings are durable and representative of future performance.

• Revenue Durability: Are customer contracts recurring or one-off?
• Owner Normalization: Are private expenses clearly separated from operations?
• Working Capital: Is the business delivering a “normal” level of inventory?
• Non-recurring items: Have one-time relocation or legal costs been removed?

4. Tax Implications: Box 2 and the 2026-2027 Transition

Tax efficiency determines the actual wealth a seller retains. For owners with an “Aanmerkelijk Belang” (5% stake), Box 2 rates are the primary concern.

• 24.5% for income up to €68,843.
• 31.0% for all income exceeding €68,843.

The Participation Exemption is the most powerful tool for a 2026 exit. It prevents double taxation for Dutch holdings owning at least 5% of a subsidiary. This allows capital gains from a sale to remain exempt at the holding level. Owners must also monitor the proposed “Exit Tax” for cross-border moves, which impacts those moving residency before a sale.

5. Family Business Successions: The 2026 BOR Updates

The Business Succession Scheme (BOR) provides significant tax relief, but rules have tightened as of January 1, 2026.

• Continuation Requirement: Successors must now continue the business for at least 3 years.
• AOW Age Adjustments: Stricter rules apply to entrepreneurs starting a business 2 years after reaching AOW age. This prevents the use of BOR for pure tax-saving.

Pro-Tip: All family transfers must occur at a “market rate” valuation. If the price is too low, the Belastingdienst will flag the difference as a gift. This results in immediate and unexpected tax liabilities.

6. From Enterprise Value to Equity Value: The Final Bridge

Enterprise Value is the value of the operating business. It is not the final check you receive. We use a “Bridge” to reach the Equity Value.

1. Headline Enterprise Value: Calculated as Metric × Multiple.
2. Add Cash: Any cash remaining in the BV at closing.
3. Subtract Net Debt: Deduct bank loans and financial liabilities.
4. Debt-like Items: Subtract unpaid dividends or long-term pension liabilities.
5. Working Capital Peg: Adjust for deviations from a “normal” level of inventory and receivables.

7. Deal Structuring: Earn-outs and Vendor Loans

In the 2026-2027 market, structuring is the primary tool to bridge valuation gaps. High interest rates have made these essential for successful exits.

The Rise of Vendor Loans

Approximately 83% of Dutch MKB deals now utilize a vendor loan. This is a loan from the seller to the buyer. It makes the acquisition affordable while allowing the seller to earn interest on the deferred proceeds.

Strategic Use of Earn-outs

Earn-outs appear in 28% of transactions, averaging 19% of deal value. These arrangements make a portion of the price dependent on future performance, typically over 22 months. NextAccounting uses these to protect your valuation when future growth is a primary driver.

8. Conclusion: Securing Your Legacy

Choosing the right valuation lens is the foundation of your exit. While EBITDA multiples are the 2026 standard for MKB profitability, the tax structure is what defines your wealth. Navigating Box 2 rates, the Participation Exemption, and BOR updates requires a direct and objective advisory approach.

How NextAccounting can help you

NextAccounting serves as an expert business advisor specializing in the Dutch mid-market. We provide comprehensive support in financial normalization to ensure your EBITDA is defensible during the “Boekenonderzoek.” Our team excels in tax optimization, specifically for Box 2 planning and the new 2026 BOR requirements for successions.

To ensure you do not leave value on the table, seek tailored advice for your specific industry. Please visit our website for more information on securing your transition.

Sources

• 14 Aanmerkelijk belang – Belastingdienst
• Art. 13 Vpb – Artikel 13 Wet op de vennootschapsbelasting 1969 – Maxius.nl
• Augustus 2025
• Besluit Deelnemingsvrijstelling – BWBR0050226 – Wetten.nl – Overheid.nl
• Box 2: uitleg en tarieven – Belastingdienst
• Buying and Selling Businesses in the Netherlands: A Comprehensive Guide – Aviaan
• Corporate income tax | Taxation and businesses – Government.nl
• De overdracht van je bedrijf | KVK
• Disparity in EBITDA multiples fuels cross-border M&A – Dealsuite
• Doing Business In… 2025 – Netherlands – Global Practice Guides – Chambers and Partners