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Mergers & Acquisitions

What is Mergers & Acquisitions?

Mergers and Acquisitions broadly involves the combining of two businesses into one, to create synergy efficiencies and scale. Within that, Mergers and Acquisitions transactions can take many forms including share and asset acquisitions for cash, debt, earnouts, shares in the acquirer, particular share issues or a combination of these. The legal and tax issues vary depending on the transaction so detailed knowledge of the pitfalls and strategies to enhance the transaction is essential.

SMH can assist with:

  • Pre-transaction advice including to clean up a balance sheet, restructuring prior to the transaction to enhance the after tax outcome, review of existing agreements including security and general preparation;
  • Contract drafting to include due diligence, methods of financing the acquisition, identification and securing of assets, earnouts and related security for payment, restraints of the target’s key people and clean settlement arrangements;
  • Contract management such as to assist with due diligence and searches, analysing the target’s client base and strength of its business such as its trading contracts and analysing the target’s administration such as legal compliance, taxation and employment arrangements;
  • Settlement, including ensuring the implementation of the contract terms such as organising the money in exchange for the transfer of shares and assets, liaising with the regulators such as the ASIC and registering security.