How to prepare your company for an M&A process

What M&A transactions are and what drives them

M&A transactions include deals through which a company acquires, or merges with, another in order to generate joint value. These transactions are strategic growth tools that allow companies to accelerate expansion, gain market share, diversify business lines or strengthen competitiveness. In a globalised environment, mergers and acquisitions are a natural response to the need to adapt quickly to market changes.

Merger vs acquisition: differences every executive should understand

Although both terms are often grouped under the concept of M&A, there are significant differences.
In a merger, two companies integrate to form a single entity, sharing assets, teams and management structures. Both parties work under a single strategy and typically share control of the new organisation. Two or more entities with legal personality are merged into one single entity.
In an acquisition, one company buys all or the majority of another company’s shares or assets, assuming control. The acquirer sets the strategic direction and typically absorbs the acquired business.
A merger usually aims at balanced joint growth, while an acquisition seeks rapid integration under clear leadership. Understanding these differences is essential for executives to make decisions consistent with corporate objectives.

The reasons behind an M&A transaction: growth, synergies and strategy

Every M&A transaction responds to specific strategic reasons. The most common is growth: companies use these processes to increase scale, access new markets or incorporate complementary capabilities without relying solely on organic growth.
Synergies—both operational and financial—are also fundamental: combining resources, processes or distribution channels allows companies to reduce costs, improve margins and increase overall efficiency.
Finally, there is a strategic component: mergers and acquisitions are a tool to transform the business, diversify activities, incorporate innovation or improve competitive positioning. Ultimately, it is about growing with intelligence and a long-term vision.

The current context of mergers and acquisitions in Spain

The Spanish M&A market remains consistently dynamic, although with a more selective evolution. After years of intense activity, transactions are now concentrated in sectors with strong prospects such as technology, energy, healthcare and real estate.

Mid-sized companies—especially family-owned businesses—are prominent players. More and more executives understand that preparing the company in advance for a sale or integration process not only increases its value, but also multiplies negotiation opportunities.

Professionalising the management team, financial transparency and digitalisation are differentiating factors when attracting investors and closing deals on favourable terms. In this context, anticipation and expert support are what turn an opportunity into a successful outcome.

How to prepare a company for an M&A process, essential phases:

A well-executed M&A transaction requires planning, method and professional support. Maraz has identified five key phases that determine the success of the process: strategic diagnosis, financial preparation and internal due diligence, valuation and deal structuring, negotiation and closing, and post-transaction integration.

Strategic diagnosis

The starting point is to define the objectives of the transaction precisely. The company must analyse its current position, strengths and areas for improvement, and determine what it expects to obtain from the process: liquidity, growth, diversification or generational transition.
At this stage, alignment between the shareholders and the management team is crucial. Strong, cohesive management conveys confidence and stability to potential buyers or partners. Their leadership is decisive to manage the transition and maintain day-to-day operations without friction.
In addition, the management team must actively participate in defining the strategy and preparing the information. Their involvement ensures decisions are based on realistic internal knowledge and a shared vision for the future.

Financial preparation and internal due diligence

Financial preparation means getting the house in order. It involves reviewing accounting statements, customer and supplier contracts, tax and employment obligations, and potential legal contingencies.
Carrying out internal (Vendor) due diligence helps identify and resolve issues before negotiations begin. By anticipating risks, the company gains credibility and avoids surprises that could reduce value or delay the transaction.
Clear, consistent and accessible information demonstrates professionalism and facilitates buyer confidence. Financial transparency, together with well-organised documentation, becomes a powerful negotiation tool.

Valuation and deal structuring

Determining the company’s valuation range is a decisive step. This is not only about applying financial formulas, but about understanding the business’s real ability to generate future value. Valuation must take into account cash flows, assets, projections and the potential synergies the transaction may create.
Once a reasonable value has been established, the structure of the deal is defined: full or partial sale, share swap or bringing in strategic partners.
An appropriate structure balances interests, optimises the tax burden and ensures the viability of the process. Having specialist financial advice allows each detail to be tailored to the context and the specific needs of both parties.

Negotiation and closing

Negotiation requires balance between firmness and flexibility. Transparency and communication are essential to build trust between buyer and seller.
At this stage, the economic and legal terms of the contract are determined, including warranties, price adjustments and payment conditions. The experience and rigour of advisers are decisive to protect the company’s interests and avoid unnecessary risks.
Closing formalises the agreement, but it also marks the beginning of the next stage: integration. A well-managed negotiation not only achieves the best price, but also builds durable relationships and a collaborative environment afterwards.

Post-transaction integration

After signing, the most delicate phase begins: integration. A high percentage of transactions fail at this point due to a lack of cultural and operational planning.
Integration must be managed with a clear plan, effective internal communication and stable leadership. The management team plays a crucial role here: its ability to coordinate teams, maintain motivation and ensure continuity of processes is key to turning expected synergies into tangible results.
Successful integration is not improvised. It requires defining objectives, owners and timelines from the outset. When managed correctly, the new organisation consolidates its position and delivers the projected value.

Key aspects before starting an M&A transaction

Before embarking on an M&A process, the company should carry out a thorough internal review. It is essential to have up-to-date financial statements that present a true and fair view, properly documented contracts, compliance assured, and a clear corporate structure.
Equally important is the quality of the management team and that it is prepared and aligned with the strategy. The company must convey coherence, stability and professionalism to investors.
Well-organised documentation, prepared interlocutors, transparent communication and a defined strategic vision are the foundations for approaching the process successfully.

Common mistakes in M&A processes and how to avoid them

The most frequent mistakes in mergers and acquisitions tend to stem from a lack of planning and unrealistic expectations. Starting the process without shareholder consensus or without a clear strategy can block an advanced negotiation.
Another common mistake is overvaluing the business. Setting a price without analytical support or ignoring market conditions generates frustration and a loss of credibility. Valuation must be objective, data-driven and based on an honest understanding of the business’s real potential, grounded in the company’s track record, the current year, and realistic and credible projections in the business plan.
The role of the management team is also often underestimated. Divided leadership, insufficient competence or lack of commitment reduces the company’s attractiveness and creates uncertainty for buyers. By contrast, a united and competent team increases perceived value, builds confidence and ensures operational continuity after completion.
When acquiring a company, the buyer is effectively acquiring an expectation of FCF (cash flow generation). A low-quality management team can cast doubt on future cash generation capabilities and reduce the transaction’s appeal.
Finally, poor cultural integration can eliminate expected synergies. Anticipating cultural challenges, defining an integration plan and maintaining constant communication are essential steps to secure success.

The value of anticipation in an M&A process

Anticipation is the key to any successful M&A process. Preparing the company in advance makes it possible to identify risks, strengthen weak points and negotiate from a position of strength.
A company that knows its value, has its accounts in order and has a competent and committed management team can seize market opportunities with agility and confidence.
Ultimately, anticipation, planning and specialist advice transform a complex process into a genuine growth opportunity.
At Maraz Corporate Finance we help companies prepare each phase of their M&A process with rigour, experience and strategic vision, ensuring each decision contributes to creating durable value and strengthening the organisation’s future.

Javier de Rojas Roca de Togores

Partner – Maraz Corporate Finance