The Value of an M&A advisor

Elías Martínez, Partner at IMAP Albia Capital

Corporate transactions play an important role in the strategy of businesses and their shareholders.

Traditionally, corporate transactions (buying/selling companies or businesses) have been part of the growth or repositioning strategy of large firms as they race against competitors to grow or diversify.

To implement these strategies, large companies usually have specialized corporate departments, making them autonomous. They frequently build up their teams with expert M&A advisors, allowing them to optimize the resources allocated to their transactions and improve decision making.

In the case of SMEs, it is becoming increasingly necessary to have a corporate strategy that addresses challenges such as how to grow, enter new markets and implement technologies.

Another major hurdle that SMEs face is how to address the issue of business continuity in the absence of successors, such as selling the company or having it form part of a larger project. Deciding how to handle corporate transaction using internal resources or an expert M&A advisor is a critical decision for guaranteed success.

In the case of medium-sized companies, the executive management team and/or the financial management team are usually responsible for the transaction, resulting in work overload that could lead to mistakes and/or delays in the process or even errors due to a lack of experience.

When a company undertakes a corporate transaction, it must consider the alternative of hiring an M&A specialist that brings to the table methodology, professionalism, experience, independent criteria and negotiation skills, assuming the responsibility of doing the work to ensure the best decision.

For example, in the case of a sale, an M&A specialist addresses the following phases, each with an important value contribution to ensure success:


The aim is to be familiar with the company, its strategies and the goals of its owners/shareholders. Knowing the company´s fundamental aspects, along with its strengths, weaknesses and value drivers, makes it possible to understand the key business aspects, which will in turn help define the profile for potential buyers. Additionally, comprehending the financial flows, economic situation and estimated projections allows for estimatting the value and setting the price.

Sharing the owners´s vision, personal wishes and expectations will help design a viable, and satisfactory transaction, shaping the negotiation and management strategy for the process to reach the objective.

At the end of this phase, the M&A advisor presents their view of potential measures to be introduced and aspects to be considered that will prepare the company for the corporate transaction, thereby optimizing its appeal and terms.

All of this is specified when preparing the documents to promote the process, such as the teaser, the valuation, the information memorandum and the non-disclosure agreement.


Once the key business aspects have been identified, the next step is to select the candidates in Spain and abroad that will be invited to join the process. This requires an in-depth analysis of the market and the candidate strategies, and how they fit with the company.

Having access to and selecting the right people in the decision is essential to awaken interest and ensure the transaction´s success.

The M&A advisor screens and ranks the most suitable candidates (from Spain and abroad) to make the process competitive and increase the transaction´s chances of success. All of this is done in a discrete, controlled and confidential manner.


Once the candidates have been selected and contacted, information is exchanged to receive offers from the parties interested in the transaction. The offers include the financial terms of the transaction along with other important items such as the buyer´s commiments, shareholder agreements, seller obligations, etc.

The initial negotiations take place during this phase and the M&A advisor is responsible for creating a competitive atmosphere among the interested parties until their offers are submitted. This process requires intense contact with the candidates to understand their interest and direct it toward the defined objective. The result is to receive the offers from the interested parties and select the one that best fits the client´s interests.

The value provided by the M&A specialist is to understand the potential buyer´s acquisition strategies, know how to assess their interest and negotiate the terms ot obtain the best offers.


Once the best offer has been accepted, there is usually a period of exclusivity to perform due diligence and prepare contracts. During this stage, multiple specialists participate in the business, financial, tax employment and legal reviews, and the contracts are prepared by legal advisors.

This phase is defined by the intense contact and negotiations for the potential aspects that arise in the buyer´s review to establish the final terms of the transaction.

The value of the M&A advisor lies in coordinating the relationship between those responsible for doing due diligence, and particularly in renegotiating the differences that arise throughout the process and their impact on the terms of the offer, the contract and other agreements.

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