The invisible complexity of multi-seller transactions
Corporate transactions, by their nature, involve varying levels of complexity. However, some present challenges which are qualitatively different, not so much because of their value, but because of how they integrate diverse interests into a common project.
This is the case of the multi-seller deal which Confianz has recently handled, where three competing companies (Arin Express, Trans Paneuropa and HTG Express) unified their position to jointly negotiate the sale of majority stakes to Everwood Capital’s Transportation & Logistics (T&L) Fund. The transaction, completed on November 20, 2025, has created the largest industrial express transport group in Spain and one of the three largest European operators in this segment. The group generates EUR100 million in revenues and employs 250 people, serving over 5,000 customers across Europe and North Africa, particularly in Morocco- a key strategic market for pan-European transport flows.
Adding a further layer of complexity, the deal was simultaneously executed in multiple jurisdictions, including Spain, Germany, France, Italy, Serbia, Romania and Morocco, each with their own regulatory, tax and corporate landscapes. Coordinating deadlines, perimeters and legal criteria in this international context was critical to guaranteeing consistency in the sellers´ position and an orderly closure of the transaction.
This type of transaction is rare, and therefore particularly valuable for drawing lessons about professional practice.
The context: A sector in the midst of consolidation
The transaction takes place at a time of intense M&A activity in the European transport and logistics sector. Between 2024 and 2025, we have seen a wave of strategic purchases, led by DSV´s acquisition of DB Schenker, which increased combined contract logistics revenues to over EUR6 billion. In Spain, new acquisitions continue to accelerate the consolidation of the road transport market, in a context where players such as Everwood Capital, OnTime and other consolidators are leading investment activity.
The Spanish transport and logistics market has traditionally been highly atomised. According to European Commission data, in Spain there are 218,000 active companies in the sector, against France´s 163,000, Italy´s 115,000 and Germany´s 98,000. This fragmentation lays fertile ground for platform construction strategies. Everwood Capital´s Transport and Logistics Fund created a specific vehicle for investment, with the aim of leveraging Spain’s strategic position in Southern European freight flows.
Added to this is the sector’s relevance to the Spanish economy. According to data from the Ministry of Industry, it accounts for 6.9% of GDP, a figure that rises to 10% when logistics activities carried out by other sectors are included, generating nearly one million jobs and annual revenues of EUR100 billion.
The unique aspects of multi-seller transactions
In a traditional M&A transaction, the seller is typically a single shareholder, such as a family group, a fund, or a corporation, all of which have aligned interests and a defined internal structure. In this case, the starting point was radically different: three companies, three shareholding structures, three risk profiles and three decision-making paces.
Although the companies operated in the same sector, they had historically been competitors. Each had developed its own operating culture, strategic priorities, and vision of its market positioning. The firm’s first task was to create an environment of trust that would allow the three groups to explore the feasibility of a joint transaction without feeling that it compromised their corporate identity.
The complexity of this task was obvious: Any movement from one of the sellers had an immediate impact on the other two. In this context, acting as sole advisor is not just a matter of efficiency, but a necessary condition to guarantee coherence, avoid information asymmetries, and prevent internal conflicts.
The firm’s role as cross-practice integrator
A multi-seller transaction requires exceptional coordination between the legal, tax and financial areas. Beyond reviewing contracts or valuing companies, the key lies in anticipating how each element fits into the sellers’ negotiating position as a whole, and how that position is articulated vis-à-vis the buyer.
At Confianz, we addressed this challenge by building a layered working methodology. The first layer was strategic alignment: before drafting a single clause, it was essential to agree on the exit rationale for the three sellers, identify which elements were non-negotiable for each of them, and determine where there was room for accommodation.
The second layer involved defining the transaction perimeter. The three companies had heterogeneous customer profiles and internal structures. ArinExpress, founded 20 years ago, is a leader in the North Africa corridor, especially Morocco, and has subsidiaries in Italy, Turkey, Serbia, Romania and Morocco, as well as a significant logistics operation in Algeciras. Trans Paneuropa, founded in 1994, provides services to automotive and industrial manufacturers across Europe and operates in Germany through its subsidiary CITIUS. HTG Express contributes the group’s largest customer base, with more than 3,500 accounts, and has subsidiaries in France and Morocco. Defining a clear and common transaction perimeter was essential to enable the buyer to value the deal coherently.
The third layer involved harmonising risks. Each seller brought different legal, tax and operational exposures. One of the most sensitive issues was building a system of warranties that did not disadvantage any of the parties while remaining acceptable to the buyer. This work was particularly demanding in a multi-jurisdictional context, where it was essential to ensure the coherence and enforceability of the commitments undertaken under different legal regimes.
Negotiation as a balance exercise
Negotiating on behalf of three sellers goes well beyond merely representing multiple parties. It requires aligning differing interests while conveying a clear, cohesive, and technically sound message to the buyer.
One of the key takeaways from the project has been the importance of presenting a simple, unified external position despite complex internal dynamics. The buyer cannot, and should not, perceive the natural frictions that arise within a multi-seller group. The firm’s role is precisely to absorb those tensions and steer the negotiation toward a reasonable meeting point for all parties.
To this end, it is essential to have sufficient legitimacy to propose balanced solutions, anticipate potential conflicts, and, where necessary, recommend realistic courses of action. The trust placed by the three seller groups in our team was a determining factor in the success of the process.
Emotional and technical management
Legal literature tends to focus on the technical aspects, often downplaying a crucial element: the emotional management of the process. A multi-seller deal requires not just expertise in the contractual aspects, but also an understanding of internal dynamics of each company, the relative weight of each player, and the personal expectations behind the transaction.
A central aspect of this project was holding each seller´s hand, listening to their concerns, being transparent about how terms affected each party, and reinforcing trust in the common process. Without this human element, the agreement would have hardly come to fruition.
The selling families will remain in the shareholding and support the expansion phase, a structure that is increasingly common in Spanish mid-market transactions, where private equity seeks continuity of operational know-how while injecting capital to drive growth and transformation.
Market implications and conclusions
In the transport and logistics sector, intense corporate transaction activity is expected to continue in the coming years, driven by the market’s consolidation potential, the sector’s structural challenges, and the pursuit of competitive positioning at the European level.
For Confianz, this transaction represents a milestone not only because of its economic scale, but also because it highlights the firm’s ability to lead complex transactions involving multiple interests and jurisdictions, where cross-practice coordination is essential.
This experience reinforces our belief in the importance of working with multidisciplinary teams, fostering constant communication across practice areas, and approaching each transaction as an exercise in strategic construction rather than a purely technical process. The market is becoming increasingly sophisticated, and funds and corporate groups are demanding solutions that combine efficiency, legal certainty, and a global perspective.
We believe this type of transaction anticipates the role firms will need to play if they are to differentiate themselves through the integration of expertise and alignment of interests.
