I've always had a thing for underdog stories — movies like Rudy, Hidden Figures, or Million Dollar Baby.
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Rudy because it's about a young man who, against all odds, finally earns recognition on the football field after years of being sidelined.
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Hidden Figures because it's about brilliant women whose math sent a ship to space, finally being acknowledged by the NASA for the impact they had after years of invisibility.
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Million Dollar Baby because it's about a woman considered too old to start a boxing career, yet she fights her way into recognition through relentless determination.
I keep rewatching them because they touch something familiar — to have the years of effort, pain, and grind finally rewarded.
This same feeling shows up in M&A, especially with VC-backed founders. There's often this underlying assumption that the valuation will finally reflect everything that's been built: the product, the customer base, the team, the late nights, the years.
Early on, when my job was about building comps — gather public and private data to benchmark what a company should be worth, I remember being struck by how, often, far off expectations were from the numbers.
The reasoning was always the same:
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the years spent building the product,
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the quality of what's been shipped,
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the strength of the customer base,
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the team that stuck through it,
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and the desire to finally make something meaningful out of it — despite liquidation preferences and dilution. Sometimes it's a way to "give back" to early investors.
I've come to call it the Journey Premium Fallacy — a logic built on effort, disconnected from how buyers actually value things, something I've learn the hard way.
Just last week, a buyer asked me — "Why would I pay more than 3x ARR when the public comps in this space, and they're 100x bigger, are trading at 3x?"
Years ago, I would've defaulted to the founder's reasoning. I've done it before. Until one buyer looked me dead in the eye and said: "If you want to stay in this business, you're going to have to level up."
One of those soul-crushing bits of feedback that leaves a mark because it's true.
When it comes to valuation, buyers don't care about the journey.
It's one of the laws of M&A.
For a long time, I struggled to help founders acknowledge that. I thought the pushback came from incentives, sometimes bad faith. But over time, it became clear it was something else.
Part of it is emotional. It's about being recognized. About not letting the outcome erase the years.
The other part is about founders treating buyers like suppliers and not customers.
When you see someone as a provider, you expect them to price your logic, your priorities, your version of value. But that's not how any market works — not in sales, not in fundraising, and definitely not in M&A. The price is shaped by what they believe is worth paying for — not by how hard it was to build.
In SaaS M&A, I've seen three things consistently break companies out of the gravity of comps:
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Growth → shows the future is bright — from triple digit growth to high double digit (50%+) as companies approach €10M in ARR.
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Scale → proves the business matters in the market — usually €10M ARR.
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Operational Leverage → Signals that the SaaS model works — Rule of 40+ is the standard (Growth % + EBITDA % ≥ 40)
When all three align, valuations tend to break free from the gravitational pull of public comps.
Even with two levers, a compelling narrative often emerges:
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Growth + leverage → the capital-efficiency play
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Scale + growth → the emerging category leader
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Leverage + scale → the cash machine
Sometimes, even a single lever can be enough — but it takes real positioning work to make the case.
However, most VC-backed SaaS companies don't have any of the three. They operate between €2–8M ARR, grow around 20%, breakeven at best.
Despite that, many are still sold on the idea that an auction process — polishing the deck, aggressively marketing to top-tier buyers, running a tight process — will create competitive pressure and premium outcomes.
In practice, it usually leads to suboptimal outcomes. This auction strategy can work — in seller's markets, where financial buyers are active and benchmark-driven.
But for this specific slice of VC-backed companies, those buyers aren't showing up. What remains are strategic buyers — who are often themselves grounded in public comps logic.
There is, however, another path — finding the outlier.
The one for whom our VC-backed company isn't just an acquisition — it's a shortcut to a strategic outcome.
It's rare.
And it's never the result of auction process design.
This level of perception usually comes from shared context: overlapping customers, similar workflows, a distribution motion that's already halfway aligned.
Deep alignment doesn't show up in a deck.
It comes when:
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both sides already speak the same operational language and,
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the buyer's timing aligns with a real internal goal.
This won't be news to people used to Enterprise sales. There's a method to it — I'll get into the details in a follow-up.