Mergers and Acquisitions PDF

Mergers and Acquisition Introduction Methods of acquisition: **[share vs business]** **[Questions]** that could affect acquisition structure **[s160 Companies Act]** - shareholder approval needed for disposal of the whole / substantial target Sale and purchase agreement essentials: **[Warr...

Mergers and Acquisition Introduction Methods of acquisition: **[share vs business]** **[Questions]** that could affect acquisition structure **[s160 Companies Act]** - shareholder approval needed for disposal of the whole / substantial target Sale and purchase agreement essentials: **[Warranties]** - There are no statutory or common law protections for buyers and is therefore necessary to provide in the SPA contractual protections such as warranties and indemnities. (**[Buyer beware]**) Warranties are statement of fact; Disclosure neutralise the warranty **[Disclosure]** Letter Due Diligence What is due diligence? Part A: What is Due Diligence? Part B: Purpose of a due diligence exercise **[Differences between disclosure, warranties and indemnities]** 1. Warranties are contractual statements of fact and are subject to disclosures 2. Warranties are not a substitute for due diligence 3. Indemnities address negative disclosures (i.e. non-compliance) in due diligence Part C: Preparing the due diligence report **[8 Steps in DD]** **[Key considerations]** Public Take-overs and Mergers For all types of public take-over transactions, the approval of the **Securities Industry Council (SIC)** is required Ambit of the Singapore Code on Take-overs and Mergers Types of public take-over transactions **[General Offers All public take-over transactions require SIC approval]** All the takeover code requires the board of directors of the target company to review and recommend to shareholders whether to accept or reject the offer. **[Timetable]** for General Offers (Rule 22) **[MUST be followed by CPO, VO or MO]** **[General points]** relating to Offers **[Voluntary delisting]** (Rule 1307 and 1309 SGX Listing Manual) **[ (Comparison of) Approvals required]** for public take-over transactions +-------------+-------------+-------------+-------------+-------------+ |   | **[General | **[Scheme]{ | **[Amalgama | **[Delistin | | | Offer]{.und |.underline} | tion]{.unde | g]{.underli | |   | erline}** | ** | rline}** | ne}** | +-------------+-------------+-------------+-------------+-------------+ | Shareholder | No, | Yes | Yes | Yes | | approval | However, | | | | | | offer must | | | | | | be | | | | | | conditional | | | | | | on Offeror | | | | | | and its | | | | | | concert | | | | | | parties | | | | | | acquiring | | | | | | more than | | | | | | 50% of | | | | | | Target | | | | | | shares, | | | | | | though | | | | | | Offeror may | | | | | | specify a | | | | | | higher | | | | | | threshold | | | | | | in a | | | | | | voluntary | | | | | | offer | | | | +-------------+-------------+-------------+-------------+-------------+ | Court | No | Yes | No | No | | Snaction | | | | | +-------------+-------------+-------------+-------------+-------------+ | Singapore | Yes | Yes | Yes | Yes | | Industry | | | | | | Council | | | | | | (SIC) | | | | | | clearance | | | | | +-------------+-------------+-------------+-------------+-------------+ |   |   |   |   |   | | | | | | | |   |   |   |   |   | +-------------+-------------+-------------+-------------+-------------+ Who is a **[concert party]** Joint Ventures **[Key]** issues to be addressed