
A new perspective from strategic adviser Itay Sagie cautions that an AI-heavy strategy, while appearing innovative, can actually destroy a company's exit value rather than enhance it. Acquirers scrutinize AI architecture for vendor dependency, compliance risk, and data security during due diligence, and many AI features are now easily replicable across competitors.
The real value comes from proprietary assets—defensible data, unique customer workflows, or strong distribution—not from AI adoption alone.
Additionally, AI is reshaping which companies are logical acquisition targets, requiring founders to reassess their buyer map regularly.
What happened
Strategic adviser Itay Sagie argues that while boards and founders often view AI as a valuation enhancer, an ill-considered AI strategy can actually reduce a company's exit value by creating architectural complexity, vendor dependencies, and compliance risks that acquirers view as liabilities rather than assets.
Why it matters
Acquirers during due diligence assess how AI is embedded in a product—which models, which vendors, data flows, and monitoring—and may see the same AI adoption that founders view as innovation as instead creating fragile external dependencies and security exposure. Many AI features like summarization, search, chat, and content generation are now easy to replicate, so unless AI creates a defensible asset (proprietary data, unique workflows, strong distribution), it may not command a premium and could even lower the price a buyer is willing to pay.
What to watch
CEOs should revisit their buyer map every six to 12 months, because AI is redrawn strategic boundaries—infrastructure companies may now acquire identity platforms, ERP vendors may buy workflow automation, and data platforms may acquire vertical applications—making yesterday's logical acquirer potentially obsolete today.
Itay Sagie, a strategic adviser specializing in M&A and growth for tech companies, published an opinion piece challenging the widespread belief that AI automatically enhances company valuation and improves exit outcomes. While acknowledging that AI may create value for some companies, he argues that in many cases it can actually erode exit value—a counterintuitive claim given how aggressively boards and founders have embraced "AI-native" positioning.
Sagie identifies three concrete ways AI strategy can harm exit value. First, the rush to build AI-heavy product architectures—adding copilots, integrating multiple AI models, layering orchestration systems, deploying vector databases, and grafting on third-party AI tools—accelerates product development and helps teams ship faster. However, from an acquirer's perspective during due diligence, this approach creates a tangled technical landscape. Buyers want to understand which AI models are embedded, which vendors are essential to delivery, how customer data flows through the system, how outputs are monitored, and what happens if pricing changes, APIs break, or regulation shifts. A startup may celebrate this as innovation; a buyer sees it as vendor dependency, compliance exposure, security risk, and integration complexity—all of which reduce confidence and lower the acquisition price.
Second, Sagie notes that the novelty premium on AI features has largely disappeared. Even one year ago, adding AI functionality could excite investors and buyers. Today, many AI capabilities—summarization, search, chat interfaces, recommendations, content generation, workflow assistance—are readily available through shared underlying models and infrastructure, making them easy for competitors to replicate within weeks or months. Strategic acquirers rarely pay a premium simply for integrating the latest model; they pay for what they cannot easily build themselves: proprietary datasets, unique customer workflows, strong distribution, deep vertical adoption, or network effects. Founders should ask whether their AI strategy creates a defensible asset or merely adds copycat features.
Third, AI is redrawing the strategic buyer map. Historically, exit strategies followed predictable lines: cybersecurity startups sold to larger cybersecurity vendors; vertical SaaS to competitors in the same industry; workflow automation to productivity platforms. As AI expands platform capabilities, strategic buyers are moving into adjacent markets they previously ignored. An infrastructure company may acquire an identity platform because AI agents need secure access controls; an ERP vendor may buy workflow automation because AI is moving closer to business process execution; a data platform may acquire a vertical application because domain-specific data is becoming more valuable. Sagie advises CEOs to revisit their buyer map every six to 12 months, as the most logical acquirer today may not be the same one that would have been logical even one year ago.
Itay Sagie's perspective reflects a maturing conversation around AI in venture-backed companies: the initial hype around "AI-native" positioning is colliding with M&A reality. Two years ago, bolting AI into a product could spark investor and buyer excitement simply because the capability was novel. Today, as most models and cloud infrastructure are commoditized, the novelty premium has evaporated.
The tension he identifies is structural. Founders rushing to adopt AI see it as a way to ship faster and unlock new product capabilities—a competitive and operational necessity. But acquirers, particularly strategic ones integrating a target into a larger platform, inherit the full technical footprint: vendor lock-in, data lineage, compliance obligations, and the risk that an API change or pricing shift by a third-party AI provider destabilizes the product. This creates a valuation mismatch: what feels like innovation on the build side reads as debt on the buy side.
The implication is subtle but practical: AI defensibility now hinges on assets, not tools. Proprietary data, customer workflows locked into a vertical, or distribution that competitors cannot replicate—these are what buyers will pay for. Generic AI features are not. This reframing also opens an opportunity: as AI redraws industry boundaries, adjacent players who previously would not have considered acquisition become logical buyers, expanding the exit landscape for founders willing to track the shift.
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