M&A Transaction Services

No matter the size or complexity of your deal, our M&A Transaction Services practice can help you with due diligence, structuring and post-closing activities – in Taiwan, throughout Asia Pacific and around the world. Our focused and time-sensitive approach to due diligence, structuring and post-transaction activities can provide you with a competitive edge in the challenging and ever-changing business environment.

Our dedicated M&A practitioners also have a deep understanding of Taiwan’s unique business issues. Hence, we work closely with our industry and other specialist groups to bring the right resources to every transaction. As an integrated team, we provide private equity investor and corporate buyer clients with  competitive advantage in making successful deal decisions – including the implementation of efficient investment structures and successful post-merger integration plans.

Our services include:

• Sell-Side Services
• Financial Advice on Sales and Purchase Agreements (SPAs)
• Financial & Tax Due Diligence
• Advice on Deal Structuring

Sell-Side Services

The aim of Sell-Side Services is to provide ongoing support to a company that is considering the sale of all or part of its business. We are able to provide support in all areas to:

• Assess whether or not the business or business units are ready for separation and divestment, following an initial pre-sale diagnostic process
• Identify the major areas where separation activity is required.
• Understand the applicability of existing or past plans for proposed separation
• Work with the Client to establish and execute a carefully coordinated operational carve out plan
• Provide assistance to prepare standalone financial information for the carved out business, including tax information
• Help to keep lines of communication open
• Keep control over the timetable at all stages of the project
• Advise on best practice during a disposal process e.g. restrictions on communications with potential purchasers
• Provide hands on support through all stages of the sale process and advice on the sale and purchase agreement.

Financial Advice on Sales and Purchase Agreements (SPAs)

Working alongside the diligence team, our SPA specialists provide expert advice on the implications of transaction agreements being negotiated, including purchase price adjustment mechanisms and completion of deal structure.

Drawing on our experience of transaction negotiation support, and working closely with your legal advisers, we can assist you in developing contractual solutions to accounting or commercial issues identified.

We are the only Big Four firm to have experienced, dedicated SPA specialists embedded within its M&A Transaction Services offering. We can help you:

• Review or propose a purchase price adjustment mechanism
• Review financial projections on a Fixed Price deal
• Consider the impact of different price structures (e.g. 'Cash and Debt Free', 'Net Assets')
• Advise on setting the level for target working capital/net assets
• Consider the financial definitions (e.g. Cash, Debt and Working Capital) included in the transaction contract
• Review or draft accounting policies or review procedures for the preparation and agreement of completion accounts
• Consider accounting based warranties, indemnities or vendor undertakings.

By working hand in hand with the diligence team, we are close to the numbers and financial dynamics of the business early in the process and so are ideally placed to pick up critical pricing issues at a time when they can be converted into real value.

Financial & Tax Due Diligence

All transactions – whether mergers, acquisitions, leverage buyouts, joint ventures, divestitures or spin-offs. – are fraught with complex issues that require dedicated expert attention. Effectively navigating the myriad of accounting, tax, regulatory, cultural and labor issues common to transactions in Taiwan is critical to ensuring that you minimize your risks and maximize your returns.

Practitioners in our M&A Transaction Services group are seasoned financial and tax specialists who provide value-added services to private equity investors and corporate buyer clients on a daily basis.

Our due diligence and other related services focus on the most critical elements of transactions, including:

• Evaluating the proposed investment structure and rationalizing purchase price
• Identifying and quantifying industry and deal-specific risks and opportunities
• Evaluating the quality and reasonableness of historical and projected cash flows and capital expenditures
• Assessing the quality of assets and earnings
• Identifying hidden costs, commitments and contingencies
• Structuring purchase price adjustment and earn-out mechanisms
• Identifying and quantifying tax exposures and fully utilizing tax credits and treaties
• Evaluating employee benefits, internal control structure, IT systems and risk management procedures
• Evaluating operational performance to identify hidden weakness and emphasize strengths
• Identifying integration and post-transaction issues

We are also closely aligned with our M&A Transaction Services global practice, a network of nearly 3,000 dedicated M&A specialists available to support you in any industry anywhere in the world.

Tax Structuring

Our tax structuring professionals can assist private equity investors and corporate buyer clients with:

• Tax planning in the early stages of a transaction process (e.g. group structure planning, shareholding planning, etc.)
• Advising on tax-free versus taxable acquisition strategies
• Devising alternate deal structures to maximize long-term returns
• Assessing post-transaction tax implications (e.g., potential changes in tax incentives, NOL utilization, etc.)
• Advising on post-acquisition tax restructuring