Mergers & Acquisitions · Portugal

Mergers and Acquisitions:
The Definitive Guide for Entrepreneurs and Investors

Everything you need to know about mergers and acquisitions (M&A) in Portugal, whether you're involved in a sale, purchase, or merger process. Specialist advisory for buyers and sellers from Omnium Advisory Partners.

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    What are Mergers &
    Acquisitions (M&A)?

    M&A — Mergers & Acquisitions — refers to the set of strategic operations through which companies merge, acquire, or sell assets or ownership stakes in their business.

    A merger occurs when two or more companies combine to form a single entity. An acquisition means that one company takes majority or full control of another, which may retain its legal identity. Together, these operations represent one of the most powerful instruments for business growth and transformation.

    A well-structured mergers and acquisitions deal can be the most transformative moment in a company's life — whether to grow, expand internationally, or monetise decades of work.

    In Portugal, the M&A market has seen significant growth, driven by an increase in the number and capitalisation of domestic investment funds, as well as growing interest from international investors in mid-sized Portuguese companies.

    The complexity of these processes — legal, tax, financial and strategic — demands specialist and independent advisory capable of protecting the interests of the seller or buyer at every stage of the deal.

    🏢 Merger by Incorporation

    One company absorbs another, which ceases to exist legally. Assets and liabilities are integrated into the acquiring company.

    🤝 Stake Acquisition

    Purchase of a company's share capital, which may be majority (control) or minority (strategic participation).

    📦 Asset Acquisition

    The buyer acquires only specific assets, without necessarily assuming the liabilities of the selling company.

    Types of M&A Operations

    From M&A sell-side to buy-side to strategic mergers, each operation has distinct characteristics, risks and objectives.

    Mergers and Acquisitions buy side

    M&A Buy-side

    Advisory to the buyer in identifying, evaluating and acquiring target companies. Covers everything from acquisition strategy to negotiation and closing.

    Mergers and Acquisitions sell-side

    M&A Sell-side

    Advisory to the seller in the disposal process. Includes preparation of materials, investor outreach and negotiation management.

    Mergers and Acquisitions aumento de capital

    Capital Increases

    Advisory to the seller in fundraising processes. Includes process preparation, investor outreach and negotiation.

    Mergers and Acquisitions Fusões Estratégicas

    Strategic Mergers

    Combination of complementary companies to create operational synergies, strengthen market share or accelerate internationalisation. Includes valuation of both companies and negotiation management.

    Mergers and Acquisitions MBO

    MBO

    Acquisition operations led by the management team, commonly supported by a financial partner. Includes support in raising funds to finance the acquisition.

    Mergers and Acquisitions LBO

    LBO

    Acquisition using a significant amount of debt to finance the purchase. Includes support in debt structuring.

    The M&A Process: Step by Step

    A well-structured M&A process is fundamental to maximising the probability of a successful transaction and minimising risks for all parties.

    1

    Value Analysis

    Review of the company's historical information. Preparation or review of the business plan. Determination of company value based on sector multiples and DCF analysis.

    4–6 weeks
    2

    Preparation of Marketing Materials

    Preparation of the Teaser (anonymous and confidential company presentation) and the Information Memorandum (detailed presentation including market and company analysis, historical and projected financial performance).

    2–4 weeks
    3

    Contact with Potential Investors

    Definition of market approach. Identification and selection of investors to be included in the process. Each buyer signs a Non-Disclosure Agreement (NDA) before receiving any information.

    4–6 weeks
    4

    Receipt and Analysis of Non-Binding Offers (NBOs)

    Management and negotiation of indicative offers received, comparative analysis and selection of buyers to proceed to due diligence — based on price, offer structure, credibility and strategic fit.

    2–3 weeks
    5

    Due Diligence

    Support in preparing the virtual data room. Coordination of financial, legal, tax and operational due diligence by selected buyers. Omnium manages the entire Q&A process and ensures efficient use of management time at this stage.

    6–10 weeks
    6

    Contract Negotiation and Closing

    Assessment of binding offers. Support in negotiating the share purchase agreement and shareholders' agreement (if applicable).

    6–12 weeks
    1

    Acquisition Strategy Definition

    Clarification of acquisition objectives, target company profile (sector, size, geography, business model) and selection criteria. Definition of available financial envelope and preferred transaction structure.

    1 week
    2

    Identification and Approach of Target Companies

    Systematic mapping of potential targets in Portugal, including companies not publicly for sale. Selection of companies together with the client and confidential, structured approach to each target — including an initial exploratory meeting.

    4–8 weeks
    3

    Preliminary Financial Analysis and Valuation

    Analysis of shared financial statements, EBITDA normalisation and application of valuation methodologies to determine fair value range.

    2–4 weeks
    4

    Submission of Indicative Offer (IOI)

    Structuring, submission and negotiation of the indicative offer with the proposed valuation, transaction structure and relevant conditions.

    1–2 weeks
    5

    Due Diligence (Financial, Legal, Tax and Operational)

    Coordination of due diligence across all areas. Identification and quantification of risks that may justify price adjustments or protective clauses in the purchase agreement.

    6–10 weeks
    6

    Binding Offer, SPA Negotiation and Closing

    Structuring of the final binding offer and support in negotiating and coordinating execution of the share purchase agreement and shareholders' agreement (if applicable).

    6–12 weeks
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    What Determines a
    Company's Value in M&A?

    A company's valuation in an M&A transaction is influenced by multiple financial, strategic and market factors:

    GRW

    Growth Prospects

    Organic growth potential and expansion opportunities are key factors in strategic valuation.

    EBITDA

    Operating Results

    EBITDA and its historical evolution are the primary reference for applying market multiples to valuation.

    FCF

    Free Cash Flow

    EBITDA-to-cash conversion is one of the most explanatory factors behind differences in market multiples across sectors and companies.

    MKT

    Competitive Position

    Market share, barriers to entry and contract quality significantly affect the acquisition premium by reducing the risk of future earnings.

    IP

    Intellectual Property

    Brands, patents, proprietary technology and differentiating know-how are high-value intangible assets in M&A.

    MGT

    Management Team

    Buyers place a premium on experienced teams that are independent of the founder and ensure post-transaction continuity.

    ASS

    Assets

    Quality of fixed assets and capacity for growth within current facilities.

    SYN

    Strategic Synergies

    The value a buyer extracts from cost and revenue synergies may justify a premium above intrinsic value.

    Due Diligence in M&A:
    What to Expect?

    Due diligence is the in-depth verification process that precedes the closing of any transaction. Its goal is to identify risks and underpin the value of the offer.

    • 01

      Financial Due Diligence

      Analysis of historical financial statements, earnings quality, working capital, debt and potential adjustments to normalised EBITDA.

    • 02

      Legal Due Diligence

      Review of relevant contracts, shareholder structure, pending litigation, intellectual property, real estate and regulatory compliance.

    • 03

      Tax Due Diligence

      Analysis of historical and current tax position, tax contingencies and optimisation of the transaction structure from a tax perspective.

    • 04

      Commercial Due Diligence

      Independent validation of the market, competitive positioning, quality of the customer base and sustainability of growth prospects.

    • 05

      Operational Due Diligence

      Assessment of processes, IT systems, supply chain and key dependencies on people or customers.

    Preparing your company for due diligence

    A well-prepared company can reduce the risk of price adjustments and accelerate the time to closing. Key documents include:

    • Audited financial statements (3 years)
    • Updated articles of association and commercial registry
    • Key client and supplier contracts
    • Tax returns and certificates of no outstanding debt
    • Intellectual property registrations
    • Employment contracts and organisational chart
    • Asset valuation reports
    • Pending proceedings or litigation
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    Learn more
    about M&A

    Articles, guides and market analysis for entrepreneurs and investors in Portugal.

    Common Mistakes
    in M&A Processes

    Even well-intentioned processes can fail for avoidable reasons. Knowing the most common mistakes is the first step to preventing them.

    ⚠️ Unrealistic Valuation

    Price expectations misaligned with the market drive away serious buyers and prolong the process, wearing down the organisation.

    ⚠️ Lack of Documentary Preparation

    Incomplete financial information generates distrust and can lead to significant price adjustments during due diligence.

    ⚠️ Compromised Confidentiality

    Prematurely disclosing the intention to sell to employees, clients or suppliers can destabilise the business and jeopardise the transaction.

    ⚠️ Relying on a Single Buyer

    Negotiating exclusively with one potential buyer eliminates competitive pressure and reduces the seller's negotiating power.

    💡 Underestimating the Role of the Advisor

    Attempting to run the process without specialist advisory is one of the most costly mistakes — in value, time and emotional stress for the entrepreneur.

    ⚠️ Neglecting Post-Closing

    Ignoring earn-out clauses, warranty periods and post-transaction integration can have significant financial consequences.

    How Omnium Can Help
    with Your Transaction

    Omnium Advisory Partners is an independent financial advisory boutique specialising in M&A, with a proven track record in Portugal.

    01

    M&A Sell-side

    We manage the entire sale process, from materials preparation to closing, optimising transaction terms and ensuring confidentiality at every stage.

    Book a meeting
    02

    M&A Buy-side

    We support buyers in identifying and evaluating targets, structuring offers and negotiating, increasing the probability of a successful transaction.

    Book a meeting
    03

    Company Valuation

    We produce independent valuation reports based on market methodologies, essential for M&A processes, legal disputes or strategic decisions.

    Book a meeting
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    M&A Transactions
    Advised by Omnium

    Discover some of the merger and acquisition processes in which Omnium has advised domestic and international clients.

    M&A Sell-side

    Globalcold Disposal

    Omnium advised Globalcold's shareholders on the disposal of a majority stake to the international group Sysclef.

    Undisclosed value · 2025
    M&A Sell-side

    Media Capital Radio Disposal

    Advisory to Media Capital on the disposal of its radio group (Rádio Comercial, M80, Cidade FM) to Bauer Media and financial debt restructuring.

    €70 million · 2022
    M&A Buy-side

    Media Capital Acquisition

    Omnium advised Pluris Investments on the acquisition of a 30.22% stake in Media Capital, Portugal's largest media group.

    €130 million · 2021
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    Frequently Asked Questions
    about mergers and acquisitions

    Answers to the most common questions from entrepreneurs and investors about merger and acquisition processes in Portugal.

    What are mergers and acquisitions?

    M&A operations are strategic transactions through which companies combine, acquire or dispose of stakes or assets. In a merger, two companies unite into a single entity; in an acquisition, one company gains majority or full control of another. They are fundamental instruments for business growth, internationalisation and restructuring.

    How long does a mergers and acquisitions process in Portugal take?

    A complete M&A process typically takes between 6 to 18 months, depending on the complexity of the company, the number of parties involved and regulatory approval. A well-structured sell-side process can be completed in 6 to 9 months.

    How is a company valued for sale?

    Company valuation for sale combines multiple methodologies: EBITDA multiples (market and transaction comparables), discounted cash flows (DCF) and, in some cases, asset-based methods. The final value also depends on the buyer universe and the level of competition in the process.

    What is an earn-out and when is it used in M&A?

    An earn-out is a variable component of the acquisition price, paid conditionally to the seller if the company achieves certain performance targets after closing. It is commonly used when there is a divergence between buyer and seller regarding the company’s value or future business prospects.

    What is the difference between M&A sell-side and buy-side?

    In sell-side M&A, the financial advisor represents the seller — prepares marketing materials, contacts potential buyers and manages the sale process to maximise value. In buy-side, the advisor represents the buyer — identifies targets, analyses value and negotiates the acquisition on behalf of the acquirer.

    How is confidentiality ensured in a company sale process?

    Confidentiality is managed through anonymous initial outreach via a teaser, NDA signing before sharing detailed information, and careful management of the virtual data room. A good M&A advisor ensures that only qualified buyers access sensitive information, and that employees, clients and suppliers are not prematurely aware of the process.

    Ready to take the next step
    in your Mergers and Acquisitions transactions?

    Speak with our team in a confidential, no-commitment conversation. Omnium is available to analyse your case and present the best options to maximise the value of your business.

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