Deal Certainty vs. Deal Completion: Why Time Is the Hidden Risk in M&A Transactions

Deal Certainty vs. Deal Completion: Why Time Is the Hidden Risk in M&A Transactions

Even advanced M&A negotiations can fail if execution timelines diverge from financing, regulatory, or stakeholder constraints. The OVS–Kasanova case highlights why time should be treated as a structural variable in transaction execution. 

At CGPH Banque d’affaires, we frequently observe a recurring bias in complex M&A processes: once a transaction reaches an advanced negotiation stage, market participants tend to implicitly perceive it as completed. Strategic logic is clear, preliminary terms are defined, and counterparties appear aligned. However, the distance between a mature negotiation and an effective closing can remain substantial. 

The recent development involving OVS and the potential acquisition of the Italian homeware retailer Kasanova illustrates precisely this dynamic. What initially appeared to be a credible rescue transaction ultimately did not materialize, highlighting how the temporal dimension can become a decisive factor in deal execution. 

Why Advanced Deals Still Fail at Closing 

In November 2025, OVS entered into negotiations to acquire Kasanova, the Italian homeware retailer facing financial distress. The potential transaction was widely interpreted as a strategic opportunity to combine OVS’s retail infrastructure and operational scale with Kasanova’s established brand presence in the home goods segment. 

As discussions progressed, market perception gradually shifted toward the assumption that the transaction was moving toward completion. However, in early February 2026, OVS announced its decision to withdraw from the acquisition process. 

The group cited unmet conditions and the inability to reconcile the transaction timeline with the technical and banking processes required to finalize the deal, reaffirming its commitment to strict financial discipline. What externally appeared to be a nearly finalized transaction ultimately failed to reach completion. 

Late‑Stage Execution Risk in M&A Transactions 

Even when negotiations have reached an advanced stage, the closing phase remains one of the most delicate parts of the M&A lifecycle. Financing approvals, regulatory checks, creditor negotiations, restructuring frameworks, and internal governance procedures can introduce delays that materially affect the feasibility of a transaction. 

In situations involving distressed companies or complex stakeholder structures, these dynamics become even more pronounced. Multiple parties must align simultaneously, and any misalignment in timing can disrupt the process. 

The Kasanova case demonstrates that deal maturity does not eliminate execution risk. On the contrary, it often concentrates the most complex operational constraints in the final stages of the process. 

Time as a Structural Variable in Deal Design 

In M&A advisory, time should not be viewed merely as a procedural element but as a structural variable of the transaction itself. Every deal evolves within a specific temporal framework defined by financing conditions, stakeholder alignment, regulatory requirements, and market sentiment. 

If that window shifts or closes before the transaction can reach legal completion, even a well-structured deal with strong industrial logic may become impractical. Timing therefore interacts directly with execution feasibility. 

For advisors and sponsors, managing this dimension means continuously monitoring the synchronization of financing timelines, approval processes, and operational milestones throughout the transaction lifecycle. 

Lessons from the OVS–Kasanova Case 

The OVS–Kasanova situation offers a clear reminder that deal certainty should never be confused with deal completion. Even transactions that appear structurally sound and strategically coherent can fail if the execution timeline diverges from the operational and financial constraints of the parties involved. 

At CGPH Banque d’affaires, the temporal dimension is therefore monitored with the same rigor as valuation, capital structure, or strategic positioning. Managing the pace of a transaction, anticipating potential delays, and ensuring alignment between stakeholders and financing processes are essential to preserving deal viability. 

Ultimately, successful M&A execution depends not only on reaching agreement, but on ensuring that the agreement can be completed within the timeframe that still makes the transaction strategically and financially sustainable.