Poland has firmly established itself as one of Central and Eastern Europe’s most mature M&A markets. But as dealmakers gathered in Warsaw for Datasite’s latest Dealmakers Dialogues event, the discussion focused less on whether activity would accelerate and more on where the most attractive opportunities are emerging, how investors are assessing value, and what role technology will play in shaping the next generation of deals.

Moderated by Ewa Zarnotal, Senior Sales Director at Datasite, the panel featured Marta Frąckowiak, Partner at DLA Piper; Katarzyna Kornasiewicz, Group CFO and Management Board Member at Symfonia; Maciej Kornowski, Managing Director and Head of Corporate Finance at Erste Bank Polska; and Marek Rodak, Partner at MidEuropa. The event also included a fireside chat between Markus Schiller, Head of Continental Europe at Datasite, and Stanislaw Sawczyn, Managing Director and Head of Central and South Eastern Europe at Rothschild & Co, on AI and the future of dealmaking.

Across both conversations, one theme emerged consistently: as Poland’s market matures, investors are becoming increasingly selective about what constitutes an attractive asset.

Poland’s M&A market continues to mature

Many of the drivers that have supported M&A activity across Poland and the wider CEE region remain firmly in place. Founder succession continues to create opportunities, particularly where business owners are seeking liquidity while retaining family involvement. At the same time, fragmented sectors across the mid-market continue to present attractive consolidation opportunities for private equity investors pursuing buy-and-build strategies.

The region is also attracting growing attention from international strategic buyers. As Polish businesses scale and become more competitive, assumptions about a permanent valuation discount relative to Western Europe are increasingly being challenged.

According to Marek Rodak, discounts still exist in some sectors, but well-positioned businesses with scale, market leadership, and strong fundamentals are increasingly commanding valuations closer to their Western European peers.

That shift reflects a broader change in investor priorities. Growth alone is no longer enough. Buyers are increasingly focused on businesses operating in resilient sectors, supported by strong management teams, defensible market positions, and credible value-creation opportunities.

Increasingly, they are also asking a new question: how will AI affect the business model over the next five years?

Private equity takes a longer-term view

The discussion also highlighted how private equity ownership models continue to evolve.

While the traditional buy-build-exit cycle remains relevant, continuation vehicles and other ownership structures are enabling investors to hold high-performing assets for longer while still providing liquidity options for fund investors.

MidEuropa’s investment in diagnostics provider Diagnostyka was cited as an example. After investing in 2011, the firm ultimately exited through the company’s IPO on the Warsaw Stock Exchange in early 2025, following nearly 14 years of ownership. During that period, Diagnostyka expanded significantly through organic growth and acquisitions, transforming into Poland’s leading medical diagnostics provider.

For operating businesses, however, investment horizons and strategic horizons are not always the same.

Katarzyna Kornasiewicz explained that Symfonia evaluates acquisitions as long-term additions to its platform. While shareholders may ultimately have their own investment timelines, acquired businesses must create sustainable strategic value beyond any future exit.

As a result, recurring revenue, technology quality, cross-selling opportunities, integration potential, and operational synergies all play an important role in acquisition decisions.

Defense and cybersecurity create new opportunities

Few sectors generated more discussion than defense and dual-use technologies.

The investment case appears compelling. Poland’s geopolitical position, rising defense spending, and increasing focus on European security are drawing significant investor interest. Yet translating that interest into completed transactions is often more challenging than it appears.

Marta Frąckowiak outlined the complex regulatory landscape investors may face, including foreign direct investment screening, security requirements, and restrictions relating to classified information. Where US defense technologies are involved, additional regulatory considerations can arise.

Those complexities mean that buyer identity, ownership structures and funding sources often become critical factors early in a transaction process.

The nature of available assets presents another challenge. Some businesses remain too early-stage for traditional private equity investors, while others may be more suited to public market funding. In some cases, significant reliance on government contracts can create concentration risks that complicate investment decisions.

Cybersecurity was highlighted as an area where opportunities may be more broadly accessible. As data security increasingly becomes embedded within products and services rather than being treated as a standalone feature, both strategic and financial investors continue to identify attractive opportunities across the sector.

The result is a market with significant long-term potential, but one where regulatory readiness, scalability, and customer diversification are becoming key differentiators.

AI becomes an investment thesis question

If previous conversations focused on how AI could improve deal execution, this year’s discussion centered on a more strategic question: how will AI reshape the businesses investors choose to acquire?

AI has already become established across many stages of the M&A process, from market screening and research to document review and due diligence. The next phase is evaluating how AI affects the long-term competitiveness of target companies.

For investors, resilience is becoming an increasingly important consideration.

As Marek Rodak noted, businesses that can use AI to improve efficiency and profitability may become stronger investment candidates. By contrast, business models whose value propositions are more vulnerable to automation may face greater scrutiny.

Companies with proprietary data, deeply embedded customer relationships and high switching costs are often viewed as better positioned to benefit from technology rather than be disrupted by it.

This has elevated the strategic importance of data. For technology businesses in particular, access to unique datasets, intellectual property and AI-enabled products is increasingly influencing valuation and acquisition decisions.

AI is also creating new diligence considerations. Investors are paying closer attention to data ownership, intellectual property rights, model training methods, and regulatory compliance.

As AI adoption accelerates, these considerations are becoming less of a specialist review area and more of a standard component of the diligence process.

Human judgment remains the ultimate differentiator

Despite the excitement surrounding AI, the panel repeatedly returned to one important conclusion: technology may accelerate analysis, but it does not replace judgment.

Maciej Kornowski observed that clients do not hire investment banks to produce financial models or presentations. They hire advisors for expertise, interpretation and informed recommendations.

From the client perspective, Katarzyna Kornasiewicz made a similar point. The value of professional advice is not determined by the time taken to produce it, but by the quality of the judgment behind it and the confidence advisors bring to decisions.

The discussion also highlighted a longer-term challenge for the profession. Historically, junior lawyers, bankers, and advisors developed expertise through detailed research, modelling, and document review. As AI automates more of those tasks, firms will need new approaches to developing future generations of dealmakers.

As Stanislaw Sawczyn noted during the fireside discussion, AI may not make everyone an expert, but it can make experts more effective.

For Poland’s M&A market, that balance between technology and expertise is likely to define the next phase of growth. The market is producing increasingly sophisticated businesses, attracting international capital and creating opportunities across sectors from technology to defense.

But as opportunities evolve, so too does the definition of readiness.

Technology can make dealmaking faster. As the discussion in Warsaw demonstrated, however, successful transactions will still depend on something AI cannot automate: sound judgment.

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