Deal or no deal? Navigating the realities of M&A negotiations in Malta

Mergers and acquisitions are rarely straightforward. Even in bullish markets, deals hinge on negotiation and the delicate balancing act between valuation, risk allocation, regulation, and of course, human dynamics. In Malta, with its unique business ecosystem, the negotiation table takes on even more nuance highlighted by the dynamics of the local market.

Deals are often shaped not only by technical factors but also by the personal and cultural dimensions of a small and interconnected jurisdiction.

At this year’s Malta M&A Summit organised by Ganado Advocates, we will be organising a panel discussion “Deal or No Deal? The Key to M&A Negotiation Success”. Together with leading practitioners in the field, we will unpack what really determines whether a deal crosses the finish line, or collapses at the eleventh hour.

On a purely local level, Malta’s M&A landscape is defined by a combination of scale, regulation, and culture. Many targets are family-owned or closely held, meaning that negotiations often extend beyond purely financial matters but delve into a world of legacy, trust, and continuity. Reputation carries particular weight in a small and interconnected island, where parties often cross paths across multiple sectors.

Whilst regulatory control considerations are not unique to Malta, obtaining the appropriate clearances from the national foreign direct investment screening office, Malta Competition and Consumer Affairs Authority and any other regulatory authorities as required is a crucial aspect of any deal. Importance may also need to be given to any conditions or requirements an exiting or incoming financing party may impose on either of the parties. If not properly planned and considered, such considerations can often stretch timelines and frustrate the parties to deal. It is therefore essential to identify the appropriate regulatory and other issues in advance and ensure that the appropriate measures are reflected in the deal documents.

A key consideration to keep in mind are employment rules which govern and ensure employee protection in Malta. These considerations tend to be highly negotiated and often one of the key areas to report on in a due diligence exercise. As in the case of regulatory considerations, careful planning is needed to ensure smooth continuity and liability management.

In practice, looking beyond purely regulatory considerations and other mandatory rules which have to be followed, negotiations often pivot around other themes such as tax exposures. Such considerations can even become deal breakers if not thought out by the parties in advance. How these are resolved, whether through conditionality, revised pricing, or creative structuring, frequently determines the fate of the transaction.

Malta is not in an economic vacuum and we are coming across a huge increase in cross border activity, particularly in the telecoms and gaming industries. Whilst this brings about economic growth, international strategic buyers as well as private equity firms have expectations which are shaped by larger jurisdictions and markets. Typically, transactions involving institutional buyers tend to involve more sophisticated deal structures, tighter timetables, and a sharper focus on risk allocation mechanisms such as W&I insurance and earn-out arrangements. On the other hand, typical local deals are less complex and often emphasise trust between the parties and building relationships. This dynamic may result in friction in between the parties particularly in documentation style (e.g. complexity and length), timelines for completion, or approaches to risk allocation as local business are not often conversant with the way that institutional buyers operate and the desired speed at which they want deals to conclude.

Hence, careful negotiations are required to ensure that these expectations are managed from early on.

What emerges from these themes is that negotiation is about more than just striking the right valuation. It is about navigating regulatory frameworks with foresight, structuring transactions with sensitivity to personal and cultural factors, and building trust in a market where relationships and reputation matter as much as finances.

A misstep in negotiation can cost more than a deal as it can reverberate through future opportunities and investor relationships. Conversely, thoughtful negotiation not only closes transactions but also lays the foundation for long-term value creation.

Join us at the inaugural Ganado Malta M&A Summit, an exclusive, half-day morning event dedicated to mergers and acquisitions in Malta on Thursday, 6th November 2025, at Trident Park.

This article was first published in “The Sunday Times of Malta” on 28/09/2025