This paper examines how buyer behaviour evolves over the life of an M&A process, and why headline valuation alone is a poor guide to what a seller will actually realise at completion.

Written for founders and owner-managers, it explains the predictable psychological and behavioural shifts that buyers go through as a deal progresses. Rather than treating offers as static, the paper introduces the idea of an “offer curve”, showing how enthusiasm, leverage, scrutiny and negotiation dynamics change from initial interest through exclusivity, diligence and signing.

The analysis focuses on the moments where value is most at risk. It explains why early offers tend to reflect optimism rather than commitment, why buyer tone hardens during diligence, and why exclusivity marks a decisive shift in power. Particular attention is given to the “diligence dip”, the phase where sellers often misinterpret normal buyer behaviour as a loss of confidence, and where less disciplined processes allow opportunistic retrading to creep in.

The paper distinguishes clearly between legitimate risk discovery and tactical manoeuvring. It explains when changes to price or structure are justified, and when they are simply attempts to exploit leverage created by exclusivity, time pressure or seller fatigue. Throughout, the role of an experienced sell-side adviser is positioned as central to protecting value by controlling pace, maintaining discipline and preventing economic terms from being reopened without evidence.

It also introduces a practical framework for assessing buyer reliability, not just by valuation but by behaviour, structure, conditionality, internal alignment and conduct throughout the process. This shifts the seller’s focus away from headline numbers and toward the likelihood that an offer will actually complete on the terms proposed.

The central argument is that successful outcomes in M&A are driven less by valuation theory and more by deal dynamics. Founders who understand how buyer behaviour changes across the timeline, and who manage those inflection points with discipline, are far more likely to protect value and reach completion without unnecessary erosion. This paper is intended as a practical guide to reading buyers accurately, managing leverage intelligently and navigating the real mechanics that determine whether a deal delivers or disappoints.