Mergers and acquisitions are corporate transactions through which two or more businesses combine, or one business acquires another, to create value through growth, synergies, diversification or market consolidation.
M&A transactions recorded in Spain in 2024, with an aggregate value of €63.5 billion, according to TTR Data.
Spain has become one of Southern Europe’s most active markets, supported by private equity, succession needs in family-owned companies and consolidation across fragmented industries.
Most entrepreneurs sell a business only once. It is likely to be the most important and complex financial transaction of their professional lives.
Samuel Navarro, Feridian M&A Advisors
The main types of M&A
Transactions can be classified by legal structure, by the relationship between the companies and by strategic objective.
| Type | What happens | Typical use |
|---|---|---|
| Merger by absorption | Company A absorbs B | Combining two existing companies |
| Merger by creation | A and B form a new company | Less common in the mid-market |
| Share acquisition | The buyer acquires shares from the seller | The most common structure |
| Asset acquisition | Selected assets and liabilities are acquired | Business units or specific assets |
The M&A process, from idea to closing
1. Preparation (1–2 months)
The adviser prepares the valuation, information memorandum and anonymous teaser, and helps define whether the process should be competitive, bilateral or dual-track.
2. Buyer search (1–2 months)
Potential financial and strategic buyers are approached confidentially. Interested parties sign an NDA before receiving detailed information.
3. Indicative offers (2–4 weeks)
Buyers submit a non-binding price range, proposed structure, financing assumptions and key conditions.
4. Due diligence (4–8 weeks)
Shortlisted buyers examine the financial, tax, legal, employment, commercial and operational evidence through a structured data room.
5. Binding offers and closing (6–11 weeks)
Final price, structure and the SPA are negotiated, including warranties, price adjustments, conditions precedent and any earn-out or retention.
Typical duration of a Spanish mid-market sale process from preparation to closing.
Who does what in an M&A transaction
| Adviser | Role | When involved |
|---|---|---|
| M&A adviser | Coordination, valuation and negotiation | Throughout the process |
| Transaction lawyer | Legal diligence, structure and SPA | Diligence and closing |
| Financial adviser | Financial diligence and quality of earnings | Due diligence |
| Tax adviser | Tax risks and transaction structure | Diligence and closing |
How value is established
Market multiples apply a sector and quality-adjusted multiple to normalised EBITDA. A discounted cash-flow analysis values forecast free cash flow using a risk-adjusted discount rate. Strong processes use more than one method and test the result against comparable transactions.
Sources and references
- TTR Data. Annual M&A report for Spain, 2024.
- Argos Index, Epsilon Research. Mid-Market Valuation Multiples, Q4 2024.
- ASCRI. Annual report on private capital in Spain, 2024.
- CMS. European M&A Study 2024.
Frequently asked questions
Common questions about this topic.
What is the difference between a merger and an acquisition?
A merger combines two or more companies into one entity. In an acquisition, one company purchases the shares or assets of another without necessarily merging the two legal entities.
How long does an M&A process take?
A Spanish mid-market process typically takes six to twelve months. Preparation, financing, regulation and the quality of the available information all affect timing.
Is an M&A adviser mandatory?
No, but a specialist adviser helps prepare the company, create competition, control information and negotiate price, structure and risk as one package.
Author · Feridian Research
Content produced by Feridian Research for information purposes. It is general in nature and does not replace advice based on a company’s specific facts and objectives.