{"id":6467,"date":"2026-07-06T16:44:48","date_gmt":"2026-07-06T14:44:48","guid":{"rendered":"https:\/\/maraz.es\/?p=6467"},"modified":"2026-07-22T17:07:45","modified_gmt":"2026-07-22T15:07:45","slug":"post-ma-integration-pmi-fractional-cfo","status":"publish","type":"post","link":"https:\/\/maraz.es\/en\/post-ma-integration-pmi-fractional-cfo\/","title":{"rendered":"Post-M&A integration in the Mid-Sized Company: the role of the Fractional CFO after signing"},"content":{"rendered":"

Post-M&A Integration (PMI): the \u201cday-after\u201d is where value is won or lost<\/strong><\/h2>\n

There is a moment the M&A manuals describe little and buyers experience with great intensity: the day after signing. The seller has been paid and the buyer suddenly finds themselves in command of a company they don’t know well on the inside, with accounting that doesn’t speak the same language as their own, an expectant management team and an investment thesis that, from that instant on, has to be proven. The deal is signed in a few weeks; the integration is played out over months. And it is there, in post-merger integration (PMI), where the value of a transaction is truly created or destroyed.<\/strong><\/p>\n

KPMG puts at 57.2% the proportion of acquirers who destroy shareholder value after closing, mainly because they overestimate synergies and underestimate the complexity of capturing them.<\/strong> In a historical analysis of 40,000 transactions over 40 years, professors Baruch Lev (NYU Stern) and Feng Gu documented a failure rate of 70-75%. And in its 2023 survey, PwC concluded that only 14% of organisations achieve simultaneous \u201csignificant success\u201d across the strategic, operational and financial dimensions of an integration. The dominant cause lies neither in the deal thesis nor in the price: it lies in the subsequent execution.<\/strong><\/p>\n

It is worth noting that all this literature – McKinsey, BCG, Bain, the big four – is built on listed large-caps and multi-billion transactions, so it is not extrapolable without adaptation to an SME.<\/strong> The Spanish mid-market – target companies with EBITDA of EUR 1m to 15m and deal size of EUR 5m to 50m – lives a different reality: the buyer is satisfied with the transaction but has no internal integration team; the target keeps artisanal accounting; the systems are incompatible; and no one, neither at the buyer nor at the company, has done this before.<\/p>\n

This article addresses that gap from the buyer’s perspective – family office, acquiring industrial group, strategic mid-market buyer – and distinguishing the two scenarios that define its challenge: the buy-and-build<\/em> <\/strong>(integration within an existing group) and the standalone<\/em> acquisition<\/strong> (the buyer’s first M&A). It is one of the core areas of our financial advisory specialised in M&A transactions<\/a>.<\/p>\n

1. PMI failure: the five silent risks<\/strong><\/h2>\n

(a) Loss of key talent from the target<\/strong><\/h3>\n

Uncertainty drives out the best first, because they are the ones with the most options. An EY report, cited by Gallup, is emphatic: 47% of key employees leave the company in the year following the transaction, and 75% have left within the first three years. In the Spanish mid-market the risk is even sharper: much of the know-how<\/em> resides in the founder and a handful of people<\/strong> (the sales director who \u201cis\u201d the client portfolio, the technical head who knows the product).<\/p>\n

(b) Operational deterioration through decision paralysis<\/strong><\/h3>\n

During the first three to six months, the question \u201cwho decides what?\u201d goes unanswered. The founder no longer feels like the owner; the buyer does not yet dare to give orders. That no man’s land drives turnover:<\/strong> whereas in a normal year voluntary turnover is around 13%, during an acquisition it multiplies by 3.6. The loss of people, added to the lack of clear command, paralyses operations right in the most sensitive window.<\/p>\n

(c) Misalignment of systems and financial data<\/strong><\/h3>\n

Two different ERPs, two charts of accounts, incompatible accounting policies and annual accounts that simply do not consolidate. It is the most technical risk and the most underestimated. IT integration fails or suffers serious problems in a very high percentage of cases, and fewer than one in five acquirers manage to improve their IT costs after closing. To this is added a silent technical trap: cost accounting.<\/strong><\/p>\n

It is not uncommon for the target to classify certain personnel costs as direct cost (Cost of Goods Sold, COGS) while the parent treats them as structural expense (SG&A). The EBITDA reported by both companies then responds to different definitions, and the consolidated margin is distorted until someone harmonises the criteria<\/strong>. It is one of the most expensive and least visible mistakes.<\/p>\n

(d) Cultural and management-style divergence<\/strong><\/h3>\n

Founder versus<\/em> buyer; family business versus<\/em> professionalised group. Culture appears again and again as a cause: more than 30% of mergers fail through sheer cultural incompatibility, and it is, paradoxically, the least evaluated factor in due diligence.<\/strong> In Spain, where – according to the Instituto de la Empresa Familiar 2025 – family businesses represent 92.4% of companies and generate 70% of private employment, this risk is structural: the logic of \u201cthis has always been done this way\u201d clashes with that of the investment committee, a classic problem of governance and decision-making in the family business<\/a>.<\/p>\n

(e) Post-closing surprises and EBITDA deviation<\/strong><\/h3>\n

Price adjustments that appear at 90 days, working capital delivered below the agreed level, tax or labour contingencies not detected in the due diligence<\/a>. In the mid-market, where the quality of the target’s financial information is usually limited, these surprises are the norm, not the exception. To this is added a phenomenon that professionals call \u201cPowerPoint synergies\u201d:<\/strong> the efficiencies that underpinned the initial valuation model prove harder to capture than expected, and unbudgeted integration costs (CoI) appear. Real consolidated EBITDA begins to deviate from the projected figure, straining the covenants with lenders.<\/p>\n

There is a legitimate debate about the magnitude of the problem<\/strong> – Chicago Booth argues that the \u201c70-90% failure\u201d figures are exaggerated and Bain qualifies that today around 70% of transactions succeed with the right discipline. What no one disputes is the essential point: the difference between creating and destroying value is decided in the execution after closing, and there the mid-market is worse equipped than the large corporation.<\/p>\n

2. The role of the fractional CFO in PMI<\/strong><\/h2>\n

The acquiring SME almost never has an internal integration team. The buyer – an entrepreneurial family, a family office, an industrial small-cap – usually arrives with a CFO fully occupied with the day-to-day of the business and no prior experience in acquisition integration. Hiring an experienced full-time CFO solely to pilot 6-12 months of integration is uneconomical:<\/strong> an in-house CFO<\/a> in Spain represents between EUR 90,000 and 160,000 a year in employer cost, and once the integration is over they are surplus.<\/p>\n

The fractional CFO<\/a> specialised in PMI solves the fit. The advantages are structural:<\/p>\n