Merger & Acquisition
Buying a company can be quite time consuming. Our Thai mergers & acquisitions lawyers advise clients on acquisition/disposition of a company.
Letter of Intent / Memorandum of understanding
At the early stage of the transaction, in certain circumstances, a buyer and a seller may prefer to put the framework in writing, containing both binding and nonbinding terms. This document is called a letter of intent, or may also be referred to as memorandum of understanding (MOU).
As a buyer and a seller begin to agree on the fundamental terms and conditions of a transaction, the negotiation of a letter of intent/MOU serves to elucidate both parties' conception of the proposed transaction.
The purpose of the letter of intent/MOU is to provide parameters for the convenience of the parties and document whatever terms that both parties can agree on before proceeding further.
Legal Due Diligence
Prior to acquisition of any company, a buyer is recommended to have legal counsels conduct legal due diligence on a target company in order to analyze the legal status of a company and examine risks from a legal viewpoint.
Normally, a target company/seller will require that a buyer and its team of investment bankers, accountants, attorneys and other advisors sign a confidentiality agreement before a target company/seller agrees to let the due diligence start.
Lawyers may be employed to verify whether a target company is legally operating under the Thai laws or not, and examine and analyze legal risks and potential liabilities of a target company. All contingent and existing liabilities of the company will be pointed out during the due diligence process. So a financial advisor can factor all liabilities/risks of the company into his valuation of the company and structure the deal in the manner that mitigates such risks.
Legal due diligence also verifies the legal ownership of company's assets. Generally legal due diligence covers the following:
- Corporate Matters
- Financial Matters
- Management and Employment Matters
- Tangible and Intangible Assets of the Company
- Material Contracts and Obligation of the Company
- Litigation and Claims - Actual and Contingent
- Miscellaneous
Buy-Sell Negotiation – Structuring the deals
Upon completion of due diligence process, the next crucial step is structuring the deal and negotiating with the counterparty. If requested, lawyers accompany clients at a negotiation table.
Under Thai laws, there are certain options available for mergers & acquisitions.
- Share Purchase
- Asset Purchase
- Merger (which may result in tax implications under Thai laws, but tax implications can be solved if the deal is properly structured)
Our Thai tax attorneys advise clients on tax implications of each option to ensure that the deal achieve strategic results in the least possibly taxed mean.
At this stage, all concerns/issues raised during the due diligence process will be settled. The concerns/issues may include the company's loans to existing shareholders and directors, company's contingent liabilities, regulatory burdens and risks.
Share Purchase Agreement
All terms agreed by both buyer and seller are duly documented in the agreements, which are the Share Purchase Agreement & the Joint Venture Agreement/Shareholders' Agreement.
Financing Acquisition
If a buyer/acquirer requires financing arrangements for acquisition, our lawyers can advise on lending, including drafting/reviewing necessary loan agreements and collateral agreements.
Post Acquisition Restructure
Post-acquisition restructure may involve refocus of business and human integration. We advise an acquired company on the legal implementation of restructure, including return of any relevant license, application for any new license to relevant authorities, consolidation and human integration.
JWS Consulting Company Limited
99 / 19 Moo1, 2 nd Floor, Praphuket Road, Kathu, Kathu, Phuket 83120 Thailand
Tel : +(66) 076 304 400 Fax : +(66) 076 304 401
Hotline : +(66) 084 746 3838
Email : info@jwsconsulting.co.th