Mergers & Acquisitions
We assist Singapore-based investors looking to invest in Singapore or overseas, as well as foreign investors who wish to acquire companies, businesses, or assets in Singapore and the Asia Pacific region.
We also assist shareholders and management of companies to prepare for and complete the process of their divestment of all or some of their shares, businesses, or assets.
Where we support the Buyer
We assist Singapore-based investors looking for investment opportunities in Singapore or overseas, as well as foreign investors who wish to acquire companies, businesses or assets in Singapore and the Asia Pacific region.
Identification of potential acquisition or investment target/s
- Conduct research to identify and shortlist potential acquisition or investment targets that fulfil Buyer’s requirements, if required.
- Approach Seller on Buyer’s behalf.
Negotiation support before due diligence
- Support Buyer throughout negotiations.
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- Formulate strategies for negotiations with Seller.
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- Assist Buyer to evaluate Seller’s asking price by reviewing the Target Company’s / Companies’ financial forecast including assumptions for reasonableness.
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- Evaluate the impact of accounting policies from both Buyer’s and Seller’s perspectives to facilitate Buyer’s negotiations.
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- Attend meetings with Seller to support Buyer throughout the negotiation process.
- Formulate business efficient investment structure for Buyer.
- Assist Buyer to review the key terms and conditions of the Term Sheet / Letter of Intent before it is provided to the Seller.
Due diligence
Our due diligence procedures are tailored based on the nature and complexity of the Target Company’s / Companies’ business.
Pre-closing of transaction
- Assist Buyer with final negotiations after due diligence.
- Check that agreed financial and commercial terms are accurately and adequately documented in legal documents.
- Check that conditions precedent have been met.
- Check that warranties agreed are adequately documented.
Post-transaction work
- Compare financial results of Acquired Company / Companies against agreed targets, where relevant.
- Compute the additional earn-out due to or claw back due from Seller, where applicable.
Where we support the Seller
We assist shareholders and management of companies who wish to divest their interest in companies, businesses or assets. We help to prepare the shareholders and companies for and assist with the divestment process.
Preparation for sale
- Prepare Seller for financial due diligence by prospective Buyer.
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- Review of financial and statutory records of the Seller’s Company / Companies.
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- Assist Seller’s Company / Companies to implement necessary changes in accounting treatments and to enhance internal control procedures to prepare for sale.
- Financial forecast of Seller’s Company / Companies.
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- Stress test reasonableness of the Seller’s Company’s / Companies’ business assumptions and financial forecast for reasonableness.
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- Where necessary we will assist with the compilation of the financial forecast based on Management’s assumptions.
- Plan the divestment structure to optimise Seller’s financial position, including advice on tax impact and other potential impact of divestments.
- Investment teasers and information memorandums.
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- Assist Seller to prepare and / or review the documents to present the investment opportunity to interested parties.
- Assist Seller to prepare and / or review the documents to present the investment opportunity to interested parties.
- Identification of interested parties for selection by Seller.
- Approach selected interested parties on Seller’s behalf.
Negotiation support before due diligence
- Support Seller throughout negotiations.
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- Formulate strategies for negotiations with interested parties.
-
- Evaluate the impact of accounting policies from both Seller’s and Buyer’s perspectives to facilitate Seller’s negotiations.
-
- Attend meetings with interested parties to support Seller throughout the negotiation process.
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- Assist Seller to review key terms and conditions of Term Sheet / Letter of Intent provided by interested parties.
Due diligence
- Assist Seller to manage due diligence process.
- Verify consistency of information provided by Seller before providing to prospective Buyer.
Pre-closing of transaction
- Assist Seller with final negotiations after due diligence.
- Check that agreed financial and commercial terms are accurately and adequately documented in legal documents.
- Check that conditions precedent are not unreasonable.
- Check that warranties listed are acceptable and in accordance with what was negotiated.
Post-transaction work
- Compare financial results of Acquired Company / Companies against agreed targets, where relevant.
- Check that computation of earn-out due from or claw back due to Buyer is correctly computed, where applicable.