M&A Process

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M&A Process

Prospective sellers and potential buyers usually brought up their need in different timing, through advisor’s arrangement and until both meet up and successfully close a deal, the process of M&A is usually as below,

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Key contents of Advisory Service Agreement

Key features such as, Scope of Service, Confidentiality, Down-Payment or Fee-Structure if Performance base, etc.

Preparation of Company Profile

Based on our fact finding and research, we will prepare a company profile of prospective buyer for potential buyer’s consideration of an acquisition.

Company’s Fact Sheet

All those important information and even the seller’ s name would not be released, until a Non-Disclosure Agreement has been signed. The purpose of company’s fact sheet is to draw potential buyers’ attention which certain criteria suits the company’s need.

Non-Disclosure Agreement (NDA)

In order to study a company more deeply, the potential buyer has to sign a Non-Disclosure Agreement, so that to obtain the company profile (we call it, Information Memorandum).

Term-Sheet

One of the most critical steps in a M&A process. In general, two parties exchanged information and negotiated many times after seriously considering an acquisition, however it is a must to sign a Term-Sheet to ensure the potential buyer has an exclusivity over the deal in a designated period of time.
A term-sheet is to specify all critical terms and conditions which has been negotiated between two parties, mutually understanding of each other’s need and issues, eventually reach a consensus to a M&A deal.

Due Diligences

A field audit carried by professionals such as CPA to investigate all material facts regarding the seller’s company, to confirm all materials deemed to be true and existing. The finalized terms-and-conditions shall be judged by potential buyer based on the result of this report.