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M&A is not just for large companies: why and how to prepare

Nelson Bandeira·Vice President

Well-planned mergers and acquisitions accelerate growth, bring scale and new capabilities, and generate liquidity for entrepreneurs and investors. They are not tools reserved for large corporations: mid-sized and small companies can use them actively, as buyers or sellers – as long as they come prepared.

A large and more selective market

In 2025, Brazil recorded 1,877 M&A transactions totaling BRL 313.5 billion – up 7% in number and 15% in value over 2024, according to TTR Data[1]. Technology (340 deals) and real estate (200) led the way; US investors made 162 acquisitions in the country, and foreign private equity and venture capital funds increased their investments by 18%.

In 2026 the pace changed: through August there were 834 transactions (−31%), but BRL 210.7 billion in value (+11%)[2]. Fewer deals, bigger tickets – a market that rewards those who arrive prepared.

Not a privilege of the large

Large groups have dedicated M&A teams, but it is a mistake to see smaller companies merely as passive targets. They can act as:

  • Active seller (sell-side), seeking liquidity, an investor partner or a strategic combination;
  • Active buyer (buy-side), with an agenda of consolidation, scale and new markets – including to increase value ahead of a larger transaction.

There is capital for good theses: private equity alone completed 119 deals in Brazil in 2025, totaling BRL 56.8 billion[1]. Add venture capital, family offices, search funds and strategic buyers, supported by a mature ecosystem of banks, boutiques, law firms and auditors.

What drives transactions

  • Available capital: corporate cash, funds and credit;
  • Scale gains and consolidation of fragmented sectors;
  • Technology and new capabilities to stay competitive;
  • Access to new markets;
  • Viable companies with strained capital structures – opportunities for buyers.

How to reduce risk

An M&A transaction is a strategic decision: poorly made or poorly executed, it destroys value. The essential steps are:

  1. Clear thesis: why buy or sell, and to what end;
  2. Solid numbers: valuation, scenarios and measured risks;
  3. Mapping of targets or buyers aligned with the thesis;
  4. Confidential approach and secure exchange of information;
  5. Offer, due diligence and negotiation of price, terms and guarantees;
  6. Closing and integration, monitoring the contract's future conditions.

Why work with advisors

The initial approach should preserve anonymity – something lost when business owners make contact themselves. Financial advisors bring confidentiality, pace and impartial analysis, and act as a buffer in negotiations, allowing entrepreneurs to stay focused on the business and take part only in the relevant decisions. Legal advisors complete the team, from due diligence to the sale and purchase agreement (SPA). An M&A transaction is like major surgery: it depends on planning, preparation and specialized execution. And just as it is the experienced surgeon who should hold the scalpel, at critical moments it is essential that experienced advisors stand beside the business owner or investor, making sure every detail is taken care of.

Conclusion

M&A is not for the few, but good results go to those who prepare: a clear thesis, governance, organized numbers, good advisors and initiative. In a market with fewer transactions and more capital per deal, preparation is no longer a differentiator – it is a requirement.

Sources

  1. TTR Data – Annual report on the Brazilian transactional market, 2025 (in Portuguese).
  2. Magma – Macroeconomic, Political and M&A Market Overview, 3Q26 (TTR Data figures through August 2026; in Portuguese).

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