Mergers and AcquisitionsIt appears that the effects of the economic downturn experienced in the last decade are finally over and that the global market is now experiencing growth. Additionally there has been much diversification in the types of financing options available to business in recent years.
Mergers and Acquisitions refers to the aspect of corporate strategy, financing and project management of buying, selling or restructuring different legal entities. Businesses use such strategy to establish themselves in new sectors, industries or locations.
There are two main methods of acquisitions, namely share purchases and asset purchases. Both have significantly different legal implications.
In a share acquisition, a business purchases the majority of the shares in a target company. Nothing would change in the target company so all assets and liabilities would remain as before. One of the main advantages of a share acquisition is that there is no need to transfer the contracts to the new owner.
With asset purchase only a specific part of the target company is bought by the acquirer. All assets, liabilities and obligations of the target company remain with it. On the other hand, any relevant contracts with clients need to be novated and require their consent.
We can provide the following service:-
- Preparation for acquisition
- Re-organization of business entity, if required
- Organization of business documentation in preparation for diligence review
- Retainer agreements with investment bankers and other M&A advisors
- Preparation of NDAs for interested bidders
- Initial draft of acquisition agreement for interested bidders
- Initial negotiations
- Advise on auction/offering process, including NDA negotiation
- Advise on preliminary diligence process
- Negotiate term sheet
- Negotiate letter of intent/exclusivity
- Negotiations/signing of definitive documents
- Advise on confirmatory diligence process
- Negotiate definitive acquisition agreement and ancillary documents
- Advise on board and shareholder approval processes
- Manage signing legal/documentation workflows
- Manage closing legal/documentation workflows
- Issue any required opinions of counsel