When the deal falls for itself
An acquisition or a partnership in Spain starts with a thesis: what the group will achieve with it. For a few weeks, everything turns on that question.
Then the process arrives. There is a timetable, advisers, a data room and draft contracts. Every meeting moves the deal closer to signing. And little by little the question changes: it is no longer whether the deal serves the strategy, but how to close it.
The advisers do their work well. Some value, some document, some review. But their mandate is the deal. Someone, on behalf of the business, has to keep asking whether the thesis holds. That question is the core of an M&A mandate in Spain, on the transaction you are already considering and alongside your advisers.
Three questions due diligence rarely asks before acquiring a company in Spain
Due diligence is essential. It answers what is there: contracts, accounts, contingencies. What it rarely answers is what the board needs to know in order to decide.
1. What must be true after closing. Not in the financial model, but in the market: which customers stay, which key people remain and which partners keep the relationship. If the thesis depends on something nobody has checked, due diligence will not find it, because nobody asked.
2. Which local counterparts matter. A company in Spain is not only its balance sheet. It has customers, suppliers, partners, employee representatives and, depending on the sector, public bodies and stakeholders who will form a view on the change of owner. Reading them late changes the real value of the deal for the business.
3. Who owns integration. If the answer is "we will see after signing", the real answer is nobody. And what nobody prepares before signing usually costs more afterwards.
None of these questions is technical. They are leadership questions, which is why they should be asked by someone who answers to the board.
Day one of an acquisition is prepared before signing
Many day-one decisions are made, or lost, before signing: who runs the acquired company, what is integrated first and what is left as it is, how customers and employees are told, and what the board decides and on what information.
Preparing them is not implementing them. Until closing and any required clearances, each company continues to be run on its own, and the information they share is limited to what your advisers consider permissible. What you can do, within your own organisation, is have the decisions thought through, the integration owner designated and the first timetable written, with your advisers alongside.
A deal that is well documented and poorly prepared for day one starts losing value the moment it is signed.
What to do
- Write the deal thesis on one page: what it must achieve in Spain and what evidence would change your mind.
- Ask for due diligence to answer the board's questions too, not only the textbook ones.
- Map the local counterparts who could change the value of the deal for the business.
- Name, before signing, the person who will own integration, and ask your advisers what can and cannot be prepared before closing.
- Revisit the thesis at every milestone of the process, not only at the start.
Written by Xavier Cima, Founder & CEO