M&A in 2025: Prey or Potential for IT?

Introductions

M&A activity is heating up in 2025. Pharma giants are racing to shore up pipelines, energy companies are doubling down on scale, and industrial players are consolidating to protect margins. The headlines talk about market share and strategic fit, but those deals don’t succeed or fail in the boardroom. They succeed or fail in IT.

Here’s the part few executives expect: when vendors see a merger, they see opportunity. Every ERP migration, every SaaS consolidation, every Day One stabilization becomes a chance for them to press their agenda. And with IT teams stretched thin, procurement overwhelmed, and governance fragmented, too many companies end up becoming prey.

But the same dynamics that vendors exploit can also be turned into leverage. With the right intelligence, capacity, and discipline, M&A can be a springboard for securing stronger vendor relationships, accelerating synergies, and unlocking business value. That’s where a third-party advisor comes in, ensuring the client, not the vendor, sets the rules of engagement.

The Prey vs. Potential Framework

Too many companies slip into prey mode without even realizing it. Under the crush of multiple negotiations, procurement teams work deal by deal, never stepping back to see the bigger play. That’s when vendors seize control of the roadmap to launch license audits, compliance reviews, or force migrations at the worst possible moment.

The timing is rarely accidental. When AB InBev absorbed SABMiller, SAP struck with a $600M “indirect access” claim right in the middle of integration. The vendor knew the organization was distracted, governance was strained, and the leverage equation had shifted. That’s what predatory behavior looks like in practice.

And the game is changing again. Vendors are now arming their sales and marketing teams with AI-driven insights, predictive analytics, and automated playbooks. They know when your licenses are vulnerable, when your systems overlap, and when your teams are stretched too thin. Walking into those negotiations without AI-enabled intelligence of your own is like stepping into the ring against an opponent with night-vision goggles while you’re still blindfolded.

But it doesn’t have to play out that way. Companies that pause and design an integrated vendor strategy create a very different outcome. Instead of negotiating in silos, they sequence conversations intentionally, using the sheer scale of the merger to their advantage. They bring intelligence, including AI-enabled tools, to anticipate vendor moves rather than react to them.

We’ve seen clients turn what looked like a procurement nightmare into multi-year savings and tighter governance simply by consolidating SaaS and cloud agreements across a newly merged enterprise. In these cases, IT becomes more than a defensive posture; it becomes a platform for capturing business synergies faster. That’s what potential looks like.

The Untapped Twist: Generative AI in M&A

There’s a new variable in play that most M&A playbooks haven’t even begun to address: generative AI. On the surface, it looks like another technology to integrate. In reality, it’s a whole new battlefield.

The risks are obvious. Two merging companies bring with them different copilots, assistants, and AI models embedded into productivity suites, ERPs, CRMs, and collaboration tools. Each of those platforms has been trained on sensitive corporate data like R&D pipelines, contracts, financials, and even customer records. During integration, that data is in motion, and the chance for exposure, bias, or liability multiplies. If one side has been less disciplined about governance, the acquiring company inherits that risk.

But here’s what makes this moment truly different: vendors are already using AI to tilt the table in their favor. Their sales and marketing teams are armed with AI-driven insights, predictive deal analytics, and automated negotiation playbooks. They know when your contracts are expiring, when your licenses overlap, and when your teams are too distracted to push back. For them, M&A is not just a business event, it’s a prime hunting season.

Clients who walk into these negotiations without AI-enabled intelligence of their own are already negotiating from behind. The playing field isn’t level; it’s tilted steeply toward the vendors. And that tilt only gets steeper as AI becomes more deeply embedded in how deals are sold and structured.

But it doesn’t have to be that way. Just as vendors are leveraging AI to press their advantage, clients can use AI-enabled tools to anticipate vendor tactics, automate contract reviews, and map integration scenarios faster. In the right hands, AI becomes a force multiplier, accelerating synergy capture instead of slowing it down.

The Solution: Third-Party Advisors as the Counterweight

Companies don’t become prey because they lack intent. They become prey because they lack the capacity and intelligence to match vendors at the exact moment when vendors are most aggressive. That’s where a third-party advisor changes the equation.

The right TPA provides what internal teams simply cannot during M&A: an integrated strategy that looks across the entire vendor landscape — ERP, SaaS, cloud, infrastructure, and now AI platforms — instead of treating each negotiation as an isolated event. This isn’t about firefighting; it’s about sequencing conversations in a way that builds leverage, rather than giving it away.

Just as important, a TPA brings AI-enabled intelligence to the table. Vendors are already deploying AI to predict client behavior, time their audits, and script their negotiations. Without counterintelligence of your own, you’re walking into every deal blind. A TPA levels the field, using proprietary benchmarks, deal history, and predictive analytics to anticipate vendor moves and flip the advantage back to the client.

And then there’s capacity. Most procurement teams can’t manage ten major vendor negotiations at once, especially not while also running day-to-day operations. A TPA augments that capacity, ensuring no deal slips into vendor-defined urgency. Every conversation is managed against an intentional roadmap, aligned to business objectives rather than vendor agendas.

In short, a third-party advisor is the counterweight. It’s the difference between being outgunned in every negotiation and walking in with more intelligence, more leverage, and more control than the vendors expected.

The Bottom Line

Every merger creates a fork in the road. One path leads to being prey: reacting deal by deal, letting vendors dictate the terms, and watching projected synergies evaporate under the weight of audits, lock-in, and missed opportunities. The other path leads to potential: capturing leverage, consolidating wisely, accelerating modernization, and using IT as a springboard for business value.

In 2025, the stakes are higher than ever. M&A activity is accelerating, procurement teams are stretched beyond their limits, and vendors are armed with AI-driven sales tactics designed to exploit every moment of weakness. The companies that win won’t be the ones with the biggest budgets or the most ambitious synergy targets. They’ll be the ones that come to the table with more intelligence, more discipline, and more control.

That’s what a third-party advisor delivers. At UpperEdge, we ensure our clients never fight blind. We give them the roadmap, the intelligence, and the capacity to harness M&A for what it should be: an opportunity to secure stronger vendor relationships, protect against risk, and unlock real business advantage.

Because in every deal, the choice is the same: prey or potential. And with the right partner, being prey is never an option. Ready to learn more? Contact us here.