How Catalan Parlem has dodged a merger: a negotiation full of give and take
The Barcelona-based telecom company and Avatel were in an advanced stage of negotiations
BarcelonaThe Catalan telecom operator Parlem has had an intense few days at the end of March. In the space of a week, the Barcelona-based operator has changed its CEO –Xavier Capellades– and has moved away from a possible integration with the Madrid-based Avatel, although different media outlets had considered the operation a done deal in recent months. As sources close to the potential move explain to el ARA, the reality is that, despite the fact that discussions were very advanced, the option was never fully finalized and that, in any case, the Catalan company proceeded as they saw fit: they studied "the offer" to provide a response "within the established deadlines".
The potential integration arose during the summer of 2025. At that time, the capital fund Inveready, together with Vaiia Kapital of the businessman Víctor Rodríguez, acquired 100% of the Spanish operator Avatel, the fifth largest in the entire State. At that time, Inveready was already an active fund in the telecommunications world; in fact, it owned a significant stake in Parlem. Historically, Avatel has been strong thanks to a large network of small local operators, and they saw the Catalan telecom operator as a good option to grow the company. Inveready's position in Parlem's shareholding and board of directors facilitated the operation.
Initially, the opportunity was viewed favorably by the Barcelona-based company: Inveready's initial offer foresaw the issuance of new company shares valued at 4.25 euros per share, which would value Parlem at around 85 million euros. Furthermore, the integration of various businesses of the Spanish company within the Catalan one was agreed upon, and it would continue to be managed independently. The resulting company from the operation was projected to be able to invoice more than 60 million euros. Another of the major attractions for Parlem was Avatel's wholesale contract, which would have provided more operational margin. Wholesale contracts are what allow operators to operate on the fiber and 5G networks of others, such as those of Telefónica or MasOrange.
Disagreements
However, according to sources in the operation, the first disagreements between the parties arrived that same summer, when Avatel specified which businesses would be integrated into the Catalan company: the offer, in addition to ceding all business in Catalonia in favor of Parlem, considered transferring small businesses located in Spanish-speaking areas, which did not generate any value for the company that distinguishes itself by using Catalan as one of its distinctive brands. But despite the initial tug-of-war in negotiations, conversations between the parties continued to advance; Avatel's offer did not expire until March 30, at which point the Catalan company had to give a definitive response.
In February, tensions escalated further: after Parlem presented worse-than-expected annual results, the interested company asked to revise down the valuation of the Catalan company. While with the initial offer Inveready obtained 50.1% of the resulting company, they updated their proposal to control up to 60%. According to negotiation sources, this would have broken the trust of the parties, who considered that the fund would be abusing its power. Despite this, the process continued through a due diligence, an audit process prior to an acquisition or merger.
A capital increase
After the members of Inveready left the board of directors of the Catalan company to face the process, Parlem reached the week in which they had to decide whether or not to accept the offer with the decision still up in the air. During the hours before the board that had to make the decision, the founder of the telecom company, Ernest Pérez-Mas, who was heavily involved in the negotiations, took the bull by the horns. According to company sources told el ARA, he secured the commitment of other major shareholders – Ona Capital, owners of Bonpreu, and Global Portfolio Investments, of the textile company Mayoral – to carry out a capital increase in case they ended up rejecting the offer. Furthermore, he also regained the position of CEO, after the resignation of Xavier Capellades – who was in favor of the integration – for "personal reasons".
Once the capital increase was secured, sources close to the operation explain that, on Wednesday, March 25, in the afternoon, one of the investors sent a whatsapp to Inveready explaining that they would reject the offer at the Friday board meeting. This precipitated everything and, that night, the investment fund sent a note to the Catalan company stating that they were "irrevocably" withdrawing their offer. For its part, Parlem assured that the proposal "did not adequately reflect the value of the company or its growth potential" and that the results of the due diligence they had commissioned indicated that information about the real value of Avatel's companies in Catalonia was missing.
Despite the fact that the conversations did not reach a successful conclusion, as el ARA has been able to ascertain, the Barcelona-based company is currently still immersed in conversations to expand its business. In the current context of fragmentation in the telecommunications sector, Parlem would be studying the best options for the future. In addition, they are also in "advanced discussions" to divest small unprofitable assets that they have acquired over the last few years and, to reduce expenses, they want to encourage the use of artificial intelligence. The objective: a three-year business plan capable of generating positive cash flow.
To achieve this, the Catalan [company] has already secured several names to help her grow the company. As company sources have explained to el ARA, the most popular signing is Lluís Carrasco, the advertiser who devised Joan Laporta's banner during the 2021 Barça elections, who will once again lead campaigns that appeal to the "foundational values of the company", national identity and language. Also from the Barça circle, Pérez-Mas has commissioned commercial advice from Delta Partners, Víctor Font's telecommunications consultancy.