What Private Equity Really Looks for When Buying a Healthcare Business in Poland

Nearly 50 M&A transactions closed in Poland’s healthcare sector in 2025 alone. Private equity funds are not waiting for market leaders. Here is what institutional capital is really looking for — and what the Enterprise Investors / Salus deal reveals about the 60/40 partial exit structure.

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What Private Equity Looks for

Nearly 50 M&A transactions closed in Poland’s healthcare sector in 2025 alone. Private equity funds are not waiting for market leaders — they are buying regional networks, local clinics, and specialist centres that most people have never heard of. If you own a medical business and think you’re too small to attract institutional capital, this article will change your perspective.


The Healthcare M&A Wave Nobody Is Talking About

Last weekend I was going through the Formedis Medical Management & Consulting report on Poland’s healthcare market. One number stopped me cold.

In 2025, close to 50 M&A transactions took place in Poland’s healthcare and related sectors. In a single year. In a country where most business owners still assume that selling a company means finding a wealthy individual buyer or waiting for a large strategic acquirer to come knocking.

The reality looks very different.

According to data from Navigator Capital, biotechnology and healthcare accounted for 12% of all M&A targets in Poland in 2024 — the second most active sector after Media/IT/Telecom. On the buyer side, healthcare companies represented 10% of all acquirers. The sector is not just attracting capital. It is deploying it.

What changed? Three things converged at once.

First, demographic pressure. Poland’s population is ageing rapidly. Demand for specialist care, rehabilitation, diagnostics, and long-term care is growing structurally — regardless of economic cycles. Investors who understand this are building positions now, before valuations reflect the full demand curve.

Second, market fragmentation. Unlike Germany or the Netherlands, where healthcare consolidation happened a decade ago, Poland still has thousands of independent clinics, diagnostic labs, and specialist practices operating as standalone businesses. For a private equity fund, fragmentation is opportunity. The consolidation premium is still available.

Third, NFZ contract stability. Poland’s National Health Fund contracts provide a floor of recurring revenue that private investors find deeply attractive. A clinic with a multi-year NFZ contract is not just a business — it is a predictable cash flow stream with a government counterparty. That changes the risk profile entirely.

The supply of strategic buyers is at its highest level in 15 years, according to Formedis partner Paweł Magdziarz. The question is no longer whether capital will come for healthcare businesses in Poland. The question is which businesses it will choose — and why.

The Deal That Caught My Attention: Enterprise Investors and Salus

While going through the individual transactions in the report, one deal stood out.

Enterprise Investors — one of Poland’s largest and most experienced private equity funds, with over three decades of investing in the CEE region — acquired a 60% stake in Salus Centrum Medyczne, a regional medical network operating across primary care (POZ), outpatient specialist care (AOS), and diagnostics.

Not Lux Med. Not Medicover. Not one of the household names.

A regional network that most people outside its catchment area would not recognise.

And that is precisely the point.

When I started looking at the logic of the transaction, the investment thesis became clear quickly. Salus has three things that a platform-building PE fund needs:

Stable NFZ contracts. Primary care and AOS contracts with Poland’s National Health Fund provide a baseline of recurring, government-backed revenue. For a fund building a healthcare platform, this is the foundation — not a feature.

Local brand recognition. Patients do not choose clinics on a national basis. They choose the clinic their family has used for years, where the receptionist knows their name, where wait times are shorter than at the hospital down the road. A local brand built over years is genuinely hard to replicate. It has real moat value.

A scalable operating model. The integrated POZ-AOS-diagnostics model under one roof is not just convenient for patients. It is the architecture PE funds need to bolt on additional locations without rebuilding the operating system from scratch. Add a new clinic, plug it into the existing infrastructure, and the marginal cost of integration drops with each acquisition.

Enterprise Investors did not buy Salus to own a clinic network. They bought a platform.

The Part of the Deal Most People Miss: The 60/40 Structure

Here is the detail that I found most interesting — and that carries the most lessons for healthcare business owners thinking about their own exit options.

Enterprise Investors did not buy 100% of Salus.

They bought 60%. The previous owner retained 40% and continues to run the business.

This structure — sometimes called a partial exit or majority recapitalisation — is becoming increasingly common in Polish mid-market M&A, particularly in healthcare. And it deserves more attention than it gets.

What the structure means for the seller

For the previous owner of Salus, this transaction was not a full exit. It was a liquidity event — the ability to take meaningful cash off the table, de-risk personal wealth, and simultaneously retain a significant stake in a business that now has institutional capital and a more aggressive growth trajectory behind it.

If Enterprise Investors executes its platform strategy effectively, the value of that remaining 40% stake could grow substantially before the fund’s eventual exit — likely through a sale to a larger strategic buyer or another PE fund in three to five years. The seller gets a second bite at the apple, at a higher valuation.

What the structure means for the buyer

I found myself genuinely curious about the motivation here. Did the previous owner want to stay in the business? Or was it Enterprise Investors that insisted on retaining the founder?

Probably both — and for good reason.

In healthcare, the relationship between a clinic’s reputation and its key personnel is tighter than in almost any other sector. Patients follow doctors. Referring physicians follow relationships. A sudden change of ownership with a clean break from the previous operator carries real integration risk.

By keeping the founder engaged with a meaningful equity stake, Enterprise Investors preserves operational continuity, maintains the trust relationships that make the business valuable, and aligns incentives for the growth phase ahead. The founder is not a salaried employee. They are a co-owner with skin in the game.

This structure also typically makes due diligence smoother. The seller has every reason to be transparent — they are staying in the business and will live with any skeletons that emerge.

What this means if you are a healthcare business owner

The 60/40 structure breaks a mental model that many business owners carry into early conversations about selling: the assumption that selling means leaving.

It does not have to. And in healthcare particularly, staying on — with significantly de-risked personal finances and professional support from an experienced investor — can be both financially and professionally compelling.

What PE Funds Are Looking for in Polish Healthcare Right Now

Based on the transactions visible in the 2025 data and the investment theses that are clearly shaping them, here is what institutional buyers are actively seeking:

Mixed service models (POZ + AOS + diagnostics)

Integrated platforms command premium valuations because they create patient stickiness, reduce referral leakage, and provide multiple revenue streams within a single operating structure. Single-specialty practices are harder to build a platform around.

Stable, preferably multi-year NFZ contracts

Government-backed recurring revenue is the closest thing to a fixed-income instrument available in the healthcare service sector. Funds building long-term positions — particularly those with longer holding periods — weight this heavily.

Local market leadership

Not national scale. Local dominance. A clinic that has 60-70% share of specialist cardiology referrals in a city of 80,000 people is a more attractive acquisition target than a mid-sized operator competing nationally with no clear differentiation.

An operator who can stay

Particularly in founder-led businesses, PE funds increasingly prefer structures that keep the founder engaged. Not just as a transitional arrangement for six months, but as a genuine business partner through the growth phase. If you are thinking about selling and want to stay involved, that is a feature — not a complication.

Financial readiness

Funds move quickly when they find the right target. That means the target needs to have audited financials, clean accounting, documented EBITDA adjustments, and a data room that can be populated on short notice. Healthcare businesses that invest in financial hygiene before any M&A conversation begins attract significantly better offers and face fewer price chips during due diligence.

The Most Common Mistakes Healthcare Owners Make Before a Sale

Waiting for a “perfect” year

Healthcare businesses are often valued on a multiple of EBITDA. Owners who wait for one exceptional year to define their valuation sometimes find that it creates unrealistic expectations — particularly if the next year normalises. A three-year trend tells a more credible story than a single peak.

Assuming only large businesses attract PE

The Salus transaction is a direct rebuttal to this assumption. Enterprise Investors did not buy a 50-clinic national network. They bought a regional operator with a defensible local position. In a fragmented market, regional scale is enough to serve as a platform.

Underestimating integration risk from the buyer’s perspective

Buyers price for risk. A business with key-person dependency — where the owner’s personal relationships drive 40% of referrals — will receive a lower valuation or a more conservative earn-out structure than a business where those relationships are institutionalised. Reducing owner dependency before a sale is one of the highest-return pre-transaction investments a healthcare owner can make.

Not knowing what partial exit structures exist

Many healthcare owners enter conversations assuming the only options are 100% sale or nothing. The growing prevalence of 60/40, 70/30, and even 80/20 majority recapitalisation structures in Polish healthcare M&A opens a much wider range of outcomes — including ones that allow you to continue doing what you are good at, with significantly better resources.

What to Do If You Are Considering a Sale in the Next 2–3 Years

The healthcare M&A window in Poland is open. The supply of institutional buyers — both Polish funds like Enterprise Investors and foreign strategics expanding into CEE — is at historic highs. Interest rates are declining. NFZ contracts remain in place. The structural demographic drivers are not going anywhere.

But windows close. And the businesses that attract the strongest terms are those that are prepared before the process begins — not those scrambling to clean up their financials or restructure their contracts once a buyer shows interest.

If you own a healthcare network, a specialist clinic, or a diagnostics business in Poland and are considering your options in the next two to three years, the most valuable thing you can do right now is understand what your business looks like from the outside: what drives your EBITDA, how your contracts are structured, where your key-person risks sit, and what a partial exit might look like for you specifically.

I offer a free 60-minute strategic conversation for healthcare and medical business owners thinking about exit planning. No pitch, no commitment — just a clear picture of where you stand and what the process would look like. If that is useful to you, reach out directly.


Key Takeaways

  • Poland’s healthcare sector recorded close to 50 M&A transactions in 2025, driven by fragmentation and demographic demand
  • Private equity is buying regional operators — not just national networks — as platform-building assets
  • The 60/40 partial exit structure is increasingly common and allows founders to stay engaged while de-risking personal wealth
  • PE funds prioritise stable NFZ contracts, integrated service models, and local market leadership
  • Reducing owner dependency and preparing financial documentation before any sale process begins materially improves outcomes

Łukasz Brzyski is a sell-side M&A transaction advisor based in Kraków, Poland, specialising in mid-market exits in the Polish and CEE markets. He advises business owners through the full transaction process — from pre-sale preparation to closing. More at lukaszbrzyski.com/.

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