What I Learned About Strategic Acquirers from Sitting Across From One at the Table

Fourth essay in the “What I Learned From Sitting Across From…” series. Every founder’s first corp dev meeting looks like a partnership discussion. It rarely is. What the CEO seat teaches you about how strategic acquirers actually operate, and why founder manageability is the specific valuation driver most operators do not realize is being priced. · Juan Vegarra

The first corp dev meeting is almost never what the founder thinks it is. That is the single most important thing to understand about strategic acquirers, and it is the thing that founder education systematically fails to teach. From the CEO seat, sitting across from corp dev teams at strategic acquirers over years, the pattern becomes obvious. It only becomes obvious after you have watched several of these conversations end differently than the founder expected.

I have been on both sides of these conversations at different points in my career. As a public company CEO, I sat across from corp dev teams evaluating my company as a target. As an investor and now as a MedTech operator, I have sat with founders while their corp dev conversations were unfolding, and I have watched the specific patterns that separate the founders who end up with premium acquisitions from the founders who end up with deals that never close.

What I want to write about is what the CEO seat teaches you that the founder seat cannot. The seat matters, because strategic acquirers show you different faces depending on which seat you are sitting in.

The “just here to learn” meeting

The specific pattern that founder education fails to teach is what the “just here to learn” meeting actually is. Corp dev teams from strategic acquirers routinely open exploratory conversations by framing them as informational. “We’re just here to learn about the space.” “We want to understand where the technology is going.” “We’re thinking about how this category might evolve.” The founder hears this framing and calibrates their disclosure accordingly, sharing more than they would with a competitor because the framing suggests low intent.

The framing is not a lie. It is technically accurate. The corp dev team is there to learn. What the framing obscures is that the specific thing they are trying to learn is whether your company is acquirable, at what price, and on what timeline. The meeting is not a partnership discussion. It is a preliminary diligence call. The information you share in the meeting will be logged in a corp dev database that tracks your company against three or four competing targets and gets updated after every subsequent conversation.

The tell that the meeting is preliminary diligence rather than actual learning is the specific composition of the room. If the corp dev team brought a senior product person, a senior clinical or scientific person, and a senior commercial person, the meeting is diligence. Corp dev teams do not spend those internal resources on informational conversations. They spend those internal resources on conversations that could plausibly become acquisitions. The composition of the room tells you the meeting is not what the framing says it is.

The partnership as diligence

The next stage of the pattern is the partnership discussion. If the informational meeting goes well, the acquirer often proposes a formal partnership. Co-promotion. Distribution. Co-development. The specific form varies by industry. The purpose is the same. The partnership gives the acquirer years of operational visibility into the target company without the acquirer having to commit to a transaction.

The Medtronic and CathWorks relationship is the canonical MedTech example. Medtronic signed a co-promotion agreement with CathWorks in 2022. For four years, Medtronic sold the CathWorks FFRangio system alongside its own coronary portfolio in the United States, Europe, and Japan. During those four years, Medtronic learned the technology at a depth that competitive intelligence could never have delivered. Medtronic’s corp dev team gathered operating data about the CathWorks commercial team, the reliability of the technology in field conditions, the KOL relationships that mattered, and the specific commercial dynamics that would determine acquisition value. In February 2026, Medtronic announced the acquisition. In April 2026, the deal closed at $585 million. The partnership was the diligence.^[1]

Founders who understand this operate the partnership differently than founders who treat it as sales. The founder who is running a partnership as a preliminary acquisition process manages disclosure carefully, ensures the acquirer sees the operational strengths they need to see while not revealing operational weaknesses that would harm the eventual valuation, and treats every partnership decision as a decision that will be scored against three or four competing targets the acquirer is evaluating simultaneously.

The Boston Scientific acquisition of Penumbra in January 2026 is a variant of the same pattern with a longer prior relationship rather than a formal partnership. When Boston Scientific announced the $14.5 billion acquisition of Penumbra at $374 per share on January 15, 2026, a Boston Scientific spokesperson stated: “We’ve known Penumbra for a long time and have great respect for the company and a strong relationship with their leadership.”^[2] The two companies had operated in adjacent vascular categories for years without formal partnership, but with sustained executive-level relationship-building. Boston Scientific CEO Mike Mahoney noted in interviews that Boston Scientific had completed about 50 acquisitions over the previous 14 years and had learned to identify targets whose management and operating culture would integrate cleanly.^[3] The pattern is the same as CathWorks-Medtronic in structure even though the formal mechanism was different. Multi-year relationship. Sustained diligence-in-plain-sight. Acquisition triggered by a specific market moment. Founders who read this sequence as “Boston Scientific noticed Penumbra’s strong Q4” are misreading the mechanic. The years of prior relationship were the setup. The specific quarter was the trigger.

The founder who treats the partnership as sales shares information freely, celebrates the visibility as validation, and discovers eighteen months later that the acquirer has decided to build the technology internally instead of acquiring. The disclosure was the diligence. The diligence identified a workable internal build path. The acquisition never happened, and the founder never understood why.

Founder manageability as valuation driver

The specific thing corp dev teams evaluate that founders systematically underestimate is founder manageability. Not integration risk. Not cultural fit. Manageability. The specific question the acquirer’s corp dev team is answering across the multi-year evaluation period is whether this founder can be integrated into a $60 billion strategic acquirer without producing the specific problems that founder-integrations tend to produce. Public disagreement with post-acquisition strategy. Departure at the earn-out cliff followed by immediate competitive activity. Cultural friction that damages the integrated team’s performance during the critical first two years.

Founders who present as manageable during the partnership period get evaluated more favorably on price than founders who present as difficult. This is priced. It shows up as a specific delta in the eventual acquisition multiple. The delta is not small. In the MedTech deal environment I have observed most closely, I estimate the difference between a manageable founder and a difficult founder at roughly 15 to 25 percent of the acquisition value on comparable underlying businesses.

Manageable does not mean compliant. Manageable means predictable. Corp dev teams do not want compliance. They want predictability. A founder who has strong opinions and expresses them consistently, who articulates their reasoning clearly, and who negotiates hard but honestly is manageable in the sense that matters. A founder who alternates between accommodation and defiance, who signals disagreement through indirect channels rather than direct conversation, or who has a history of public disputes with prior partners is difficult in the sense that matters. The distinction is legible to corp dev teams within the first two or three meetings, and it is priced into every subsequent conversation.

What the acquirer is actually optimizing

The specific insight that the CEO seat teaches you is that strategic acquirers are not primarily optimizing for the target company. They are primarily optimizing for the acquirer’s own strategic position. This sounds obvious. It is not, because it produces specific implications that founders regularly miss.

The acquirer’s corp dev team is evaluated internally on the strategic value the acquisition creates for the acquirer, not on the price paid. A cheap acquisition of a bad company is a career-limiting move. A premium acquisition of a company that materially advances the acquirer’s strategic position is a career-making move. The corp dev team’s incentive is to find the target that most improves the acquirer’s position, and to pay the price required to secure it, within the internal budget authority they have.

Founders who understand this present their company in terms of the strategic value they add to the acquirer, not in terms of their own accomplishments or financial performance. The founder who describes their company as a growing revenue business with strong unit economics is describing an investment case. The founder who describes their company as the specific capability the acquirer is missing in a category the acquirer has publicly committed to entering is describing a strategic fit. The second framing produces significantly higher offers.

This is why the corp dev conversation typically opens with the acquirer’s strategic priorities rather than the target’s financials. The corp dev team is telling the founder what strategic value they are looking to buy. Founders who match their presentation to the strategic priorities articulated by the acquirer are answering the question the acquirer is actually asking. Founders who present their company on its own terms are answering a question the acquirer did not ask.

The specific test to apply to any corp dev conversation

The specific test I have learned to apply to any strategic corp dev conversation is this. What would need to be true for this acquirer to acquire this company at a price that would satisfy the shareholders? Answer that question, then evaluate every subsequent interaction against whether it moves toward or away from that answer.

The specific things that need to be true typically include a strategic fit with a publicly committed direction of the acquirer, an evidence portfolio strong enough to satisfy the acquirer’s internal investment committee, an operating team the acquirer believes can be integrated, and a price that fits within the acquirer’s current M&A budget authority. If any of those four are not true or cannot be made true, the conversation is not going to end in an acquisition regardless of how well the partnership operates.

Founders who apply this test early are the founders who end up with premium acquisitions. Founders who do not apply this test are the founders who spend three years running a partnership that produces revenue but never converts to an acquisition. The partnership is not a bad outcome. It is just a different outcome than the founders assumed they were building toward.

What I would tell my earlier self

The corp dev conversation is not adversarial, but it is not collaborative in the way founders imagine. It is a specific kind of structured evaluation with rules the founder is not usually taught. The acquirer knows the rules. The founder often does not. The information asymmetry favors the acquirer in ways that show up in the eventual acquisition multiple.

The book covers this territory in more depth than any single essay can. The specific thing I would tell my earlier self, though, is simpler. When a corp dev team says they are just here to learn, take the framing at face value and be helpful. But keep a private log of what they asked, who they brought, and what they seemed most interested in. Compare that log against the pattern I have described. If the pattern fits, you are in a diligence process. Behave accordingly. If the pattern does not fit, you are in an informational conversation, which is also fine but is a different conversation entirely.

The founders who navigate this well are not the ones with the best product. They are the ones who understand what the person across the table is actually doing. That understanding is what the CEO seat eventually teaches you, if you pay attention. It is what I want every first-time founder to know before they walk into their first corp dev meeting rather than after.

Juan Vegarra is the author of An Outsider’s Playbook (2026), which covers strategic acquirer dynamics in depth. He has sat on both sides of the corp dev table across his career as a public company CEO and a MedTech operator. More essays · Free toolkits · Advisory · Write me