A pocos días del webinar ¿Qué hace atractiva a una empresa para los compradores? , que se celebrará el próximo 14 de abril, hemos pedido a tres de los ponentes —Gerard García Esteve, Ramón Rubio y Anna Moret— que compartan un caso real, de forma anónima, que ilustre cómo analiza un comprador una operación de M&A. Tres perspectivas distintas que revelan un patrón común: los compradores buscan claridad, alineación y sostenibilidad futura, mucho más allá de las cifras aparentes.
With just a few days to go before the webinar ‘What makes a company attractive to buyers?’, which will take place on 14 April, we have asked three of the speakers—Gerard García Esteve, Ramón Rubio and Anna Moret—to share a real-life case study, anonymously, illustrating how a buyer analyses an M&A transaction. Three different perspectives that reveal a common pattern: buyers seek clarity, alignment and future sustainability, far beyond the surface figures.
1. Gerard García Esteve (Deale): “The key wasn’t the figures, but the future strategy”
In a recent transaction, Deale facilitated the sale of a company specialising in the distribution of industrial supplies. The buyer, a group within the same sector, was seeking to strengthen its geographical presence and increase its market share nationally through selective acquisitions of companies with a strong focus on industrial clients.
The company for sale showed stable results and moderate growth. For the buyer, the analysis of the business’s recurring revenue was decisive: the valuation was based on the average EBITDA over the last three years, taking into account risk and future continuity.
But the critical issue lay not in the accounts, but in the shareholding structure. It was a second-generation family business, with three partners involved to varying degrees. This necessitated the design of tailored agreements for each, particularly regarding the post-transaction transition.
The lesson Gerard highlights is clear: ‘beyond the numbers, the buyer values future alignment’. To close the deal, it was essential to work with the sellers on flexibility in the payment schedule — including deferred components — and to agree on a period of continuity in the business that would guarantee an orderly transition and the transfer of key knowledge.
2. Ramón Rubio (Allyon ETL): “The price had been agreed… but the deal fell through due to a lack of personal chemistry”
Ramón Rubio emphasises that in any business transaction, it is not enough for the figures to add up: it is essential that the people, expectations and working styles also align.
In a recent case where he was advising the selling party, the deal seemed to be on track. There was agreement on the valuation, a reasonable price range and terms accepted by both parties. However, when it came to defining the terms for the continued employment of certain partners — who would remain working at the company — a problem arose.
These partners did not see themselves reflected in the management style proposed by the incoming investor. They hoped to maintain the way of working they had built up over the years and were confident that the new ownership would allow for strategies and improvements aimed at joint growth. That lack of personal and operational alignment led the seller to decide not to proceed, despite the transaction being practically closed.
Today, Ramón explains, that client is looking for a new investor. His conclusion leaves no room for doubt: “aligning the vision and personal interests of sellers and buyers is just as important as agreeing on the price.”
3. Anna Moret (Allyon ETL): “The buyer accepted the figures… until we analysed the actual quality of the revenue”
As part of an acquisition of a company in the services sector, Anna Moret took part in a due diligence process that highlighted what many buyers know but many sellers overlook: the quality of sales carries more weight than the volume reflected in the accounts.
The price had been set by applying a multiple to the average turnover for the last two financial years, which was virtually identical in both years. At first glance, this seemed to support the established valuation. However, during the analysis of the quality of earnings, warning signs emerged.
The company had a high concentration of clients, several of whom had doubtful debts, and a significant portion of the sales was not truly recurring. Upon adjusting revenue for bad debt risk, the ‘realisable’ turnover proved to be significantly lower.
The impact was immediate: the transaction price had to be revised downwards. As Anna points out, ‘Due Diligence does not merely validate figures, but determines whether those figures are sustainable. And that can completely change a transaction’.
