ANDORRA Law and Practice Contributed by: Marc Ambrós and David Cuesta, Cases & Lacambra
Cases & Lacambra Manuel Cerqueda i Escaler, 3-5 AD 700 Escaldes Engordany Andorra Tel: +376 728 001 Email: andorra@caseslacambra.com Web: www.caseslacambra.com
1. Trends 1.1 M&A Market
1.3 Key Industries The key industries driving M&A activity in Andor - ra in the past 12 months were tourism and hos - pitality, logistics and infrastructure. Although this is not always a matter of pure M&A transactions, during the last 12 months, there has been a con - siderable increase in real estate transactions in the jurisdiction with predominance of foreign investments aimed at new developments. 2. Overview of Regulatory Field 2.1 Acquiring a Company It should be noted that there is no stock market in Andorra. Therefore, in M&A transactions, the primary technique for acquiring a company is to enter into a share purchase agreement (SPA) between the buyer and the shareholders of the Andorran target company. The SPA sets out the main terms and conditions regarding the trans - action. The transfer of the shares needs to be notarised and it is registered in the Andorran Companies’ Register. Mergers are less frequent but may also be used as a means to acquire a company.
The existing traditional ownership of compa - nies in Andorra that are headed to restructuring operations due to generational change and the recent movements and transactions will certainly contribute to speeding up the local M&A market in the forthcoming months. In addition, negotiations on an association agreement between Andorra and the European Union finalised at the end of 2023. With ratifica - tion by Andorran citizens expected by means of a referendum in the last quarter of 2025, this agreement will provide a robust framework for economic diversification in Andorra and relevant opportunities for foreign investors to develop their activity in Andorra. 1.2 Key Trends Maintaining the trend of the last two years, the Andorran M&A market has been led by acquisi - tions and majority-stake investments by foreign international group companies in local entities, with a view to developing their businesses in Andorra, and with the benefit of already-exist - ing target assets and commercial structures in place.
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