Ecommerce M&A · Advisory & Equity

Ecommerce M&A advisory from operators.
Paid on performance.

Elogic Commerce participates in ecommerce acquisitions as a technical partner. We advise sellers, private equity funds, and family offices. We can take performance-based equity instead of fees, because we do the work that moves the numbers after closing.

Mandates: Sell-side · Buy-side · Operating partner
Structures: Fixed fee · Success fee · Equity · Hybrid
No listing fees. No seller commissions.

17+ years in ecommerce, since 2009
200+ ecommerce specialists
500+ projects delivered
NPS 70 post-launch client surveys

What we are, and what we are not

Elogic Commerce is a commerce engineering company that participates in ecommerce M&A. We advise one side of a deal, verify the technology and operations behind the financials, and can join as an equity partner after closing. We are not a broker. We do not run listings, we do not market businesses for sale, and we do not earn commissions for introductions.

In ecommerce deals, most value and most risk sit below the P&L: in the platform, the code, the integrations, and the team. That layer is our profession. We have built and operated it for buyers and sellers since 2009, across Adobe Commerce (Magento), Shopify Plus, BigCommerce, Salesforce Commerce Cloud, SAP Commerce Cloud, commercetools, Shopware, and Medusa.js.

Three ways to work with us

Choose the side of the table. The engineering behind our work is the same.

01 · Equity Operating Partner

We join the deal. We get paid when it performs.

For investors who want an operating partner with skin in the game. Elogic Commerce enters the acquisition as the technical and operating partner. Compensation is performance-based equity, fees, or a hybrid, tied to agreed targets.

  • Value-creation plan with defined targets
  • Platform, engineering, and operations delivery
  • Replatforming, integration, and cost programs
  • Reporting the board can act on

Paid in: equity for performance / hybrid

02 · Sell-Side Advisory

Exit with a defensible asset, not just a P&L.

For founders preparing a sale. Buyers discount what they cannot verify. We remove the discounts before the process starts: technical debt, undocumented systems, key-person risk, and platform end-of-life exposure.

  • Exit readiness audit, 6 to 18 months out
  • Technical data room preparation
  • Valuation defense during buyer due diligence
  • Coordination with your broker, banker, and lawyers

Paid in: fixed fee / success fee

03 · Buy-Side Advisory

Underwrite the technology before you wire the money.

For private equity funds, search funds, and family offices. We run technical due diligence, quantify the reinvestment the target really needs, and underwrite the value-creation plan. After closing, the same team executes it.

  • Technical due diligence with a written verdict
  • True cost of ownership and reinvestment model
  • 100-day technical plan
  • Post-close execution by the diligence team

Paid in: fee / fee plus equity

How is this different from an ecommerce business broker?

A broker sells the deal. We underwrite it and operate it. Both roles can exist in the same transaction. They are not the same job.

Ecommerce business broker vs Elogic Commerce
Dimension Typical broker Elogic Commerce
Role Intermediary. Lists and markets the business. Advisor and operator on one side of the deal.
Paid by Commission on closing, usually from the seller. The client we represent. Fee, equity, or hybrid.
Incentive Close the deal. Make the deal perform after closing.
Technical depth Financial and listing data. Code, platform, infrastructure, integrations, team.
After closing Engagement ends. Engagement can begin: we execute the plan.
Equity participation No. Yes, performance-based, agreed per deal.

What does our technical due diligence cover?

Eight areas. Each one produces findings, a risk rating, and a cost line. The output is a written report with a reinvestment model and a clear verdict: proceed, renegotiate, or walk away.

DD-01

Platform and code quality

Architecture, code health, customization debt, upgrade path, platform end-of-life risk.

DD-02

Infrastructure and cost

Hosting, performance, scalability, license terms, and the real monthly run rate.

DD-03

Integrations and ERP

ERP, PIM, OMS, payment, and logistics dependencies. Single points of failure.

DD-04

Data and analytics

Do the reported numbers reconcile with the raw data? Tracking integrity and attribution.

DD-05

Security and compliance

Vulnerabilities, access control, PCI and GDPR posture, incident history.

DD-06

Search and AI visibility

Organic durability, dependence on paid traffic, and visibility in AI assistants that now route buying decisions.

DD-07

Team and vendor lock-in

Key-person risk, agency dependencies, documentation, and transferability of operations.

DD-08

Roadmap and true cost

What the buyer must invest in years one and two. This number belongs in the price.

How is an ecommerce business valued?

Smaller ecommerce businesses are usually priced as a multiple of SDE, seller’s discretionary earnings. Larger businesses are priced as a multiple of EBITDA. The multiple is not fixed. It moves with growth, margin quality, customer retention, channel concentration, and risk. Rules of thumb exist, but no serious buyer pays on a rule of thumb.

Technical factors move the multiple more than most sellers expect. A platform close to end-of-life, heavy customization debt, one irreplaceable developer, or analytics that do not reconcile all give the buyer a reason to discount. The same factors, fixed and documented 6 to 18 months before the process, defend the price during due diligence instead of eroding it.

We assess your business from the buyer’s side first. You receive the list of discounts a buyer will apply, the cost to remove each one, and the order to do it in.

Deal criteria

We say no early. It saves everyone time. Our current criteria:

Revenue
5 to 500 million EUR / USD annual revenue
Models
DTC brands · B2B commerce · B2B2C · marketplaces
Geography
EU · UK · US. Other regions case by case
Platforms
Any. Migration is a value lever, not a blocker
Situations
Founder exits · fund acquisitions · roll-ups · carve-outs · distressed technical estates
We decline
Listing mandates · commission-only brokerage · deals we would not put our name on

From first call to signed terms

Step 1

NDA and thesis

We sign an NDA. You share the deal, or the thesis, or the exit plan. We confirm fit against our criteria within days.

Step 2

Technical review

We review the target or your asset: platform, code, integrations, data, team. Depth is scoped to the decision you need to make.

Step 3

Verdict and structure

You receive a written verdict and a proposed structure: fee, success fee, equity for performance, or a hybrid. Targets are defined before signing.

Step 4

Execution

Sell-side: data room and process support to closing. Buy-side and equity deals: the diligence team executes the 100-day plan and the value-creation roadmap.

The advisor who can also do the work

Most M&A advisors leave when the deal closes. That is exactly when ecommerce value is created or destroyed. Elogic Commerce has engineered and operated commerce platforms since 2009. We can underwrite a technical risk because we have fixed that risk, in production, for seventeen years. And we can accept equity because we control the delivery that earns it.

Commerce-only focus, since 2009 From Magento to multi-platform. No generic IT outsourcing.
200+ specialists Engineers, architects, and commerce operators across NY, London, Stockholm, Dresden, Prague, and Tallinn.
8 platforms in production Adobe Commerce, Shopify Plus, BigCommerce, Salesforce Commerce Cloud, SAP Commerce Cloud, commercetools, Shopware, Medusa.js.
ERP-led integration depth SAP S/4HANA, Microsoft Dynamics 365, Oracle NetSuite, Visma, Odoo, Infor, Epicor.
5.0 on Clutch · NPS 70 Independently reviewed. Measured post-launch.
Certified and audited ISO 27001 · SOC 2 Type II · ISO 9001 · Adobe Solution Partner (Silver) · Hyvä Bronze Partner.

FAQ

Ecommerce M&A, answered directly

Ecommerce M&A advisory is professional support for buying or selling an online business. It covers valuation, due diligence, deal structure, negotiation, and integration. Elogic Commerce adds an engineering layer: we test the platform, the code, and the operations behind the numbers, and we can stay on to run the technical work after closing.

We agree on a value-creation plan with clear targets, for example margin, revenue, or platform milestones. Elogic Commerce delivers the engineering and operating work. Part or all of our compensation is equity or fees that vest when the targets are met. Structures include equity for services, success fees, and earnout-linked agreements. Terms are set per deal.

Three groups. Founders and sellers who prepare an exit. Private equity funds and search funds that acquire ecommerce businesses. Family offices that hold or buy ecommerce assets and need an operating partner. We work on direct deals, roll-ups, and carve-outs across DTC and B2B commerce.

Smaller ecommerce businesses are usually valued as a multiple of SDE, seller's discretionary earnings. Larger ones are valued as a multiple of EBITDA. The multiple moves with growth, margin quality, channel concentration, brand strength, and operational risk. Technical debt, platform end-of-life, and key-person dependency push the multiple down. Clean systems and documented operations push it up.

Start 6 to 18 months before the sale. Remove technical debt that a buyer will price against you. Document systems and processes. Reduce dependence on one channel, one supplier, or one person. Stabilize margins. Prepare a technical data room so due diligence confirms your numbers instead of challenging them. This is the core of our sell-side work.

Adobe Commerce (Magento), Shopify Plus, BigCommerce, Salesforce Commerce Cloud, SAP Commerce Cloud, commercetools, Shopware, and Medusa.js, plus the ERP layer behind them: SAP S/4HANA, Microsoft Dynamics 365, Oracle NetSuite, Visma, Odoo, Infor, and Epicor. Platform coverage matters in M&A because replatforming risk and integration cost are two of the largest hidden items in any ecommerce deal.

A broker is an intermediary. Brokers list businesses, market them, and earn a commission when a deal closes, usually from the seller. Elogic Commerce is an operator. We do not run listings. We advise one side of the deal, verify the technology and operations, and can take equity tied to post-close performance. Our incentive is the outcome, not the closing.

Our primary contribution is engineering and operating capacity, structured as equity for performance. This aligns us with investors without diluting the capital stack at closing. Direct co-investment is discussed case by case with the lead investor.

Eight areas: platform and code quality, infrastructure and hosting cost, integrations and ERP dependencies, data and analytics integrity, security and compliance, search and AI visibility, team and vendor lock-in, and the technical roadmap with its true cost. The output is a written report with a risk register, a cost model, and a clear verdict.

It depends on your earnings, your growth, and your risk profile. Two businesses with the same revenue can sell at very different prices. Buyers pay more for diversified traffic, retained customers, transferable operations, and a platform that does not need immediate reinvestment. We assess this from the buyer's view and show you which factors to fix before going to market.

Our core range is ecommerce businesses with 5 to 500 million EUR or USD in annual revenue, in the EU, the UK, and the US. We also support larger platform deals as a technical due diligence partner to the lead advisor. If your deal is outside this range, ask. We answer fast.

Book a mandate call. We sign an NDA, review your deal or your thesis, and tell you within days whether we can help and in which structure: fee, equity, or hybrid. If we are not the right partner, we say so in the first call.

Bring us the deal. We will tell you fast if we are the right partner.

One call. NDA first. A clear answer within days: fee, equity, hybrid, or no.

Request a Mandate Call

NDA before any deal details. Reply within two business days.