How to structure cross-border acquisitions in 2025

How to Structure Cross-Border Acquisitions in 2025 In a globalized environment, cross-border acquisitions are one of the most widely used strategies for companies seeking international expansion. However, these operations are not without their challenges. From understanding local regulatory frameworks to managing cultural differences, the planning and execution of these acquisitions […]

How to structure cross-border acquisitions in 2025

In a globalized environment, cross-border acquisitions are one of the most widely used strategies by companies that wish to expand internationally.

However, these operations are not without challenges.

From understanding local regulatory frameworks to managing cultural differences, planning and executing these acquisitions requires a structured and strategic approach.

This article provides a step-by-step guide to structuring cross-border acquisitions in 2025, integrating current trends, legal considerations, and best practices to ensure success.

Difference between international merger and international acquisition

Although both terms are used in the context of business expansion strategies, there are key differences between an international merger and an international acquisition :

  • International Fusion: It refers to the union of two or more companies from different countries to form a new legal entityIn this case, both companies lose their previous legal identity and operate under a common structure and name. This type of operation is usually collaborative, seeking synergies and mutual benefits.
  • International Acquisition: implies that A company buys all or a significant part of another company located in a foreign country. Unlike a merger, the acquired company retains its legal identity, although it is under the control of the buyer. An example is Microsoft's acquisition of LinkedIn, where LinkedIn continued to operate under its own name.

In summary, while a merger creates a new entity from the combination of two companies , an acquisition maintains the structure of the acquired company under the control of the buyer.

The choice between both strategies depends on strategic objectives and market conditions.


Why are cross-border acquisitions important?

Cross-border acquisitions allow companies to expand their geographic reach , diversify risks , and access new markets , technologies, and talent.

Key benefits:

  • Market expansion: Reach new customers and geographies.
  • Access to unique resources: Incorporate talent, technology and specific knowledge from other markets.
  • Diversification: Reduce dependence on a single market or sector.
  • Leveraging synergies: Improve operational efficiency by combining resources from both companies.

For example, in the technology sector, acquisitions of international startups have allowed large companies to incorporate disruptive innovations without having to develop them internally.


Cross-border acquisition trends for 2025

In 2025, some trends are shaping the landscape of international acquisitions:

Boom in technology and sustainability

Technology and renewable energy companies are leading the growth in acquisitions.


Greater focus on ESG (environmental, social and governance factors)

Buyers are looking to align themselves with sustainable and responsible goals.


Consolidation in fragmented sectors

In sectors such as healthcare, energy and fintech, acquisitions are helping to consolidate the market.


How to structure cross-border acquisitions: a step-by-step guide for businesses

International acquisitions can be divided into key phases , which we detail below:


a) Market research and analysis

Before proceeding with an acquisition, it is essential to understand the target market.

This includes:

  1. Assessing market attractiveness: Analyze factors such as size, projected growth and competition.
  2. Identify opportunities: Locate companies that align with strategic objectives.
  3. PESTEL Analysis: Examine the political, economic, social, technological, environmental and legal factors that may affect the operation.

Example: A Spanish company interested in acquiring a startup in Brazil should consider political stability, tax policies, and local labor legislation.


b) International due diligence

Due diligence in cross-border acquisitions is a comprehensive review of all relevant aspects of the target company.

In this case, it is crucial to adapt this process to international particularities:

  • Financial Review: Analyze financial statements, debts and cash flow.
  • Legal aspects: Review contracts, pending litigation and local regulations.
  • Tax impact: Evaluate tax implications in both the country of origin and the destination country.
  • Corporate culture: Detect possible cultural incompatibilities.

Practical example: If a European company plans to acquire a company in Asia, it must understand how cultural differences could affect post-merger integration.


c) Financing strategies

Cross-border acquisitions require robust financing structures, which may include:

  1. Internal resources: Use of own capital.
  2. International loans: Obtaining financing through global financial institutions.
  3. Strategic investors: Collaboration with investment funds interested in the operation.

It is important to analyze exchange rate fluctuations and their impact on operations.


d) Regulatory compliance

Each country has a unique legal framework that regulates acquisitions.

Key points to consider include:

  • Restrictions on foreign investment: Sectors such as telecommunications or defense often have limitations.
  • Competition rules: Ensure that the operation does not involve monopolistic practices.
  • labor policies: Respect the rights of workers in the target country.

e) Post-merger planning and integration

Post-merger integration is critical to the success of an acquisition.

Requires:

  1. Define clear objectives: Establish specific goals for the early stages of integration.
  2. Aligning corporate cultures: Create an environment of collaboration and respect among teams.
  3. Continuous monitoring: Monitor key performance indicators (KPIs) to measure success.

Common challenges in cross-border acquisitions


a) Cultural barriers

Differences in management styles, communication and work practices can make integration difficult.


b) Regulatory risks

Ignorance of local regulations may lead to penalties or the invalidation of the agreement.


c) Financial challenges

Currency fluctuations and additional costs , such as tariffs, can impact the initial budget.

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Business acquisition example

Microsoft and LinkedIn

Microsoft's acquisition of LinkedIn was one of the most significant operations in the technological and business spheres.

Context and details of the acquisition

  • Announcement date: Microsoft announced the acquisition of LinkedIn on June 13, 2016.
  • Transaction price: The purchase was closed in 26.200 million, making it Microsoft's largest acquisition up to that point.
  • Payment: Microsoft paid in cash, at a price of $196 per LinkedIn share.
  • Closing of the transaction: The acquisition was officially completed on December 8th 2016, after receiving the necessary regulatory approvals.

The acquisition of LinkedIn is an example of a successful operation.

Microsoft expanded its reach in the professional sphere, strengthened its ecosystem of business tools and saw LinkedIn grow significantly in users and services, consolidating its position as a leader in professional networks.


Best practices to ensure success in cross-border acquisitions

  1. Hire specialized advice: Having lawyers, consultants and M&A experts with international experience.
  2. Conduct intercultural workshops: Train teams on cultural differences and how to manage them.
  3. Monitoring post-merger impact: Regularly evaluate progress and make adjustments as necessary.

Conclusion

Cross-border acquisitions are a unique opportunity for business growth, but they require careful planning and a strategic approach.

Success will depend on understanding global trends, ensuring regulatory compliance and executing effective integration.

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Mar Gámez, Managing Partner and Legal Director of RRYP Global
Legal Department

Mar Gamez

Managing Partner · Legal Department · RRYP Global

Practicing lawyer ICAM No. 137.007
Loyola University Private International Law and Comparative Law
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