What determines the value of your transport company?

A sector in transition

Five years ago, the transport sector was a challenging sector for strategic buyers: capital-intensive, with low margins and sensitive to economic cycles. Today, the picture is shifting and the wave of consolidation is clearly visible. We see smaller companies seeking an acquisition or partnership due to the challenges outlined above. In addition, larger parties are expanding their position through acquisitions in regions or niches where they are not yet strong.

The figures illustrate the pressure: the Netherlands has approximately 24,000 transport companies. 43 per cent of tractor units are more than seven years old; an investment burden that will only become heavier as a result of the electrification challenge. For example, major retailers require electric vehicles for urban deliveries, and the cost of this transition is almost impossible for a small player to bear.

Ageing and succession

Behind the visible market pressures lies a fundamental shift. The average age of European truck drivers is around 47, with one third aged over 55. The situation is similar among transport company owners: many managing shareholders are in their late fifties and do not have an obvious successor. For this group, selling within ten years will no longer be a question of whether, but when and how.

There is an additional factor for smaller businesses. Environmental obligations, cybersecurity requirements, personnel management and the growing demand for four-day working weeks for drivers require greater scale. Consolidation is therefore no longer a choice for many entrepreneurs, but a condition for survival.

Which buyers are active?

The buyer landscape is mixed. Private equity is noticeably less active in transport than in other sectors. The combination of capital intensity and generally low margins is poorly suited to the short investment horizon of many private equity funds. Strategic buyers, however, are active, including both Dutch players and foreign parties seeking to strengthen their position in the Netherlands.

For foreign buyers, particularly from France, Germany and Belgium, the Netherlands has strategic value. A large share of international transport passes through the Netherlands. Rotterdam receives enormous volumes from Asia, which are then distributed to Germany or France. Buyers looking to control their own supply chains are keen to acquire a Dutch business. In addition, Dutch transport companies often have an advantage in sustainability and digitalisation, an argument that is becoming increasingly important in the international M&A market.

At the same time, the vast majority of Dutch road hauliers, approximately 75 per cent, focus on the domestic market. This stability makes these companies particularly attractive to foreign buyers seeking predictable cash flows rather than the more volatile international markets.

The seven value drivers in transport and logistics

Based on more than fifty transactions in transport and logistics, these are the key factors that largely determine the value of a transport or logistics company.

1. Type of transport, customer portfolio and contractual terms
The type of transport and the diversification of the customer base are often among a buyer’s first questions. Dependence on one major customer is less attractive, regardless of that customer’s size. The structure of the contracts is equally decisive. In a sector with low margins, the difference between a well-secured pricing structure and a poorly secured one can mean the difference between profit and loss. Diesel surcharges must be linked to a transparent price index, with clear trigger points, and from June 2026 the truck levy will be added to this. Those unable to pass on this levy contractually will see their margin shrink immediately.

2. Fleet and investment cycle
An ageing fleet depresses the valuation. The calculation is straightforward: a buyer who needs to replace the fleet within a year will deduct that investment almost euro for euro from the purchase price. But the impact extends beyond this arithmetical adjustment. A modern, fuel-efficient and partly electric fleet generates higher returns, attracts desirable customers and maintains access to urban deliveries. As a result, two companies with the same turnover may be valued very differently, depending on what that fleet delivers in practice.

3. Employees, drivers and employment practices
In a sector with a chronic driver shortage, the workforce carries significant weight in every valuation. It is not only the size of your permanent team that matters, but also its age profile, years of service, staff turnover and absenteeism. If you actively invest in recruiting and training younger drivers, this represents a value driver that entrepreneurs often underestimate. An employer’s reputation, demonstrated by low staff turnover and strong recruitment, is seen by buyers as evidence of organisational quality that is not always visible in the figures.

4. ICT systems and planning
Good planning is not only logistically important in transport, but also determines the margin. The more automated route planning is, the better a company can combine journeys, optimise return loads and increase capacity utilisation. Up-to-date data on journeys and turnover per customer are not an added benefit for a buyer, but a minimum requirement for confidence.

5. Network, geographical coverage and strategic location
In transport, network density determines the margin. A company that has to drive one pallet from Utrecht to Groningen loses money. A company that can do so through a depot or network partner remains profitable. Do you have nationwide coverage through a network, or a strong regional position that fits an area in which the buyer is active? Then you are strategically more attractive than a company operating everywhere and nowhere. The physical location also matters. A site close to a motorway is a value driver in itself. For companies around Rotterdam, Schiphol or the Belgian ports, there is an additional specific layer for foreign buyers looking to control their European supply chain.

6. Specialisation and niche position
Specialisation creates additional value in transport. Almost always, that specialisation lies in the type of transport and the associated fleet. Companies with, for example, refrigerated trailers, long trailers or trucks fitted with a truck-mounted forklift serve niches that other transport companies cannot easily take over. However, being a generalist is not necessarily less valuable. For a strategic buyer seeking to expand its own customer portfolio within the same activity, a general transport company may be exactly what it is looking for. The question is not whether you are specialised or generic, but which type of buyer you are suited to.

7. Independence from the managing shareholder
A transport company in which all decision-making runs through the owner, such as customer contacts, planning, pricing and personnel policy, represents a risk for a buyer. The first question every buyer asks is: can this company also operate without the current owner? Companies with a strong management layer, professional financial management and clear governance are consistently valued more highly. This is also the value driver for which entrepreneurs need the most time to get things in order. You do not build a management layer in six months.

Hidden value: what the figures do not immediately reveal

In addition to the visible value drivers, a significant part of the actual value is hidden in the financial administration. The way in which a company maintains its accounts can materially distort reported EBITDA in either direction. For example, diesel surcharges may be recorded as revenue rather than as cost compensation, or a company may use operating rather than finance leases. These factors distort the relationship between volume, profitability and revenue. This can result in a lower valuation for buyers applying EBITDA multiples on the wrong basis, even though the underlying business is equally strong or stronger.

Another recurring pattern we encounter in transaction analyses is operating leases for vehicles that are not visible on the balance sheet, while in practice they represent a debt position. Under modern accounting standards, this should be visible. Sellers who do not normalise this themselves will still see it reflected in the purchase price, but without retaining control over how this is done.

More hidden value drivers:

• Managing shareholder salaries that are above or below market levels.
• One-off projects that temporarily inflate or depress the figures.
• Maintenance contracts recorded in one period rather than spread over the year.
• Recharged rent for owned properties or warehouses that is not at market rates.

Preparation determines the outcome

There is no such thing as waiting for the perfect moment. Some transport companies are currently struggling and face significant challenges in the years ahead; that is the reality of the sector. But this is precisely why consolidation is accelerating now. Customers are gaining increasing power, scale is becoming ever more important, and those who wait until they can no longer keep up will be left without a negotiating position.

Companies that have worked purposefully on owner independence, digitalisation, contract quality and workforce stability are now benefiting from a market that is actively seeking precisely these types of businesses. The question is not whether you will ever sell your transport company, but whether you are ready when the moment presents itself.

About the author

Marijke Rietveld - van Ruijven is Senior Manager at Rembrandt M&A and a specialist in the Transport & Mobility sector. Among other transactions, she advised on the sale of Van Zaal Transport to Royal FloraHolland and the merger between Zandbergen Transport and Van Straalen de Vries. Drawing on her financial background, she combines thorough financial analysis with personal guidance for entrepreneurs: an approach well suited to the family businesses that characterise the Dutch transport sector.