Mergers and Acquisitions

Domestic mid-market transactions typically close within four to seven months from engagement: one to two months for preparation and target work, two months for diligence and negotiation, one to two months for SPA finalisation and regulatory clearances. Cross-border transactions involving FITTA approvals or sector-specific regulatory clearances (BFI mergers, insurance mergers) take longer — eight to twelve months is common. Closing certainty improves substantially when regulatory paths are mapped before signing rather than discovered afterward.

It depends on liabilities, tax position, and regulatory licenses. Share deals transfer the company in its entirety — including liabilities known and unknown — but preserve regulatory licenses and contractual continuity. Asset deals let the buyer cherry-pick assets and leave liabilities behind but may require fresh licensing and contract novation. Tax outcomes differ materially: share deals generate capital gains for sellers; asset deals can generate income or capital gains depending on what's sold and how it's classified. The right structure is the one that solves your specific deal.

Capital gains on share transfers under the Income Tax Act 2058 are taxable, with rates and computation rules depending on whether the seller is an individual or entity, resident or non-resident, and whether the shares are listed or unlisted. Listed shares have specific gain computation rules administered through the depository. Non-resident sellers face additional withholding considerations and treaty relief possibilities. Tax structuring early — before SPA terms are settled — preserves more value than restructuring afterward.

No, never on the same transaction. We act for one side. If both parties separately approach us, we accept the first engagement and decline the second to preserve undivided loyalty and avoid information conflicts. On larger deals where multiple consortia bid for the same target, we may act for one bidder only.

Integration is where deal value is realised or lost. Typical workstreams: finance integration (consolidated chart of accounts, monthly close, group reporting), system integration (ERP rationalisation), operational integration (sales, supply chain, HR policies), culture and people (retention, role definition, communication), and synergy tracking (capture and reporting of pre-deal synergy estimates). U.R.P. & Associates supports the finance, systems, and synergy tracking workstreams, coordinating with the client's own integration leadership.