Workshop on Cross Border M&A – 30th Mar, Singapore

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Workshop on Cross Border M&A – 30 March, Singapore

INTRODUCTION

The success of an M&A transaction lies not only in the meeting of minds on the commercial terms by the principles. Very often, it also hinges on the anticipation of potential valuation, tax &legal issues, and careful structuring to navigate potential legal obstacles and to achieve the commercial objectives in a feasible and efficient way. As the importance of transactional structuring may sometimes be overlooked, we thought it would be useful to set out some of the key considerations that should be taken into account when embarking on any cross-border M&A transaction.

This is an interactive course where we will discuss case studies and group discussions which will enable participants to gain confidence in applying the skills acquired during the course. Prior to the course, participants will be given access to soft copies of presentations for early preparation.

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Who should attend:

  • The course is suitable for Investment Bankers, Consultants, Law Firms, Venture Capitalists, Tax specialists, Head of M&A, Head of Corporate Development, Head of Legal/General Counsel, CXO’s, MD’s, CFO’s and Business Owners who wish to gain a complete understanding of the subject.

LEARNING OBJECTIVES

  • Examine recent trends in cross-border mergers and acquisitions
  • Evaluate the motivations for companies to pursue cross-border acquisitions
  • Identify the driving forces behind the recent surge in cross border mergers and acquisitions
  • Explain the alternative methods for valuing a potential acquisition target
  • Detail the stages in a cross-border acquisition and show how finance and strategy are intertwined
  • Learn tax and legal documentation
  • Understand best financing options available for Cross Border M&A

AGENDA

Session 1: Understanding M&A for Overseas Expansion

• M&A Trends in Southeast Asia
• Cross-border M&A activities in Southeast Asia & Singapore
• Top Cross-Border Acquisitions by Singapore Companies (by value)
• Overseas Expansion via M&A
• Strategic Options for Growth
• Organic Growth Inorganic Growth Acquisition strategies

Session 2: Valuation for M&A

• Principles of Cross Border Valuations
• Adjusted Present Value Method
• Review of Current Valuation Methods
• Challenges of applying traditional valuation methods

Session 3: Tax & Legal aspects of Cross Border M&A

Tax Aspects

• Tax due diligence
• Planning and negotiating the (tax) deal
• Acquisition tax planning
• Tax Structuring
Legal Aspects

• Legal Due Diligence
• Legal documentation

Session 4: Funding the Acquisition and Financing Options

• Traditional and current funding viable for Cross Border M&A
• Case study on best financing options

Session 5: Challenges and Opportunity

• Case studies and examples will be discussed

MEET OUR EXPERTS

Srividya GopalakrishnanManaging Director, Valuation Advisory Services, Duff & Phelps Singapore Pte Ltd

Srividya-GopalakrishnanSrividya is the managing director of Duff & Phelps Singapore Pte Ltd. She set up American Appraisal Singapore operations in 2012, which was later acquired by Duff & Phelps, the largest global independent valuation advisory firm.
She has over 19 years of experience in valuations, M&A, corporate finance and management consulting. She has advised numerous companies on valuations for the purposes of transaction, restructuring, taxation, financial reporting, dispute resolution and financing.
She is a member of the Institute of Valuers & Appraisers of Singapore (IVAS) Council as well as the IVAS Professional Development Committee. She is an empaneled valuer with the Intellectual Property Office of Singapore (IPOS) for their IP Financing Scheme.
Prior to joining American Appraisal, Srividya was the Partner and Practice Leader – Valuations at Grant Thornton India. She established their valuation practice in 2004. Under her leadership, the practice grew to one of the largest, at a national level. Srividya has also worked with Baring Communications Equity Asia (BCEA), a private equity fund in Singapore, part of the ING-Barings group and with A.F. Ferguson & Co (part of Deloitte) earlier in her career.
Srividya has advised several global and Asian clients across a variety of sectors such as technology, life sciences, manufacturing, consumer products, energy & resources etc.
Srividya has published various articles on valuation, PE/VC and M&A, and has been interviewed by several television channels, newspapers and magazines. She is a regular speaker at conferences and seminars.
Srividya is a Post Graduate Diploma in Management (equivalent to MBA). She is also a Graduate of the Institute of Cost & Works Accountants of India and has a Bachelor of Commerce.

Ashish R. McLaren, Director Duff & Phelps, Singapore Pte Ltd

Ashish is a Director providing M&A advisory services to his clients with regards their Mergers and Acquisitions (M&A) transactions, Purchase Price Allocation (PPA) exercises, asset impairment reviews and other financial reporting valuations. Prior to joining Duff & Phelps, Ashish was with PricewaterhouseCoopers Singapore for 8 and ½ years in their valuation practice and has advised leading corporates as well as private equity players in the M&A and reporting requirements.

Previously, he has around 9 years of work experience in India having worked both in the telecom industry – Escotel Mobile (now Idea Cellular) and Bharti Airtel – as well as with M&A advisors – Lazard and Deloitte. Ashish has worked on deals across borders as well as across varies industries including telecom, precision manufacturing, consumer & retail, food & beverage, healthcare, power generation and infrastructure.

He has advised several companies including ST Telemedia, Singapore Airlines, Fraser & Neave, ST Engineering, Amtek Engineering, Qatar Telecom (now Ooredoo) in their M&A, IP valuation and financial reporting valuation requirements. He has also advised various private equity players such as Standard Chartered, CVC, KKR, Affinity Equity Partners, Blackstone, CMIA, Zana, Prudential in their financial reporting as well as portfolio valuation requirements. Some of the key transactions he has advised on in the recent past include advisory for a leading south east Asian airline for potential acquisitions in the region, advisory for a leading conglomerate with regards divestment of its beverage business, advisory to a leading bank with regards divestment of its stake in an F&B and real estate conglomerate.

He was previously involved in various successful M&A deals in India and Singapore which include sale of a medical aesthetics company (Singapore), Bharti Airtel’s acquisition of Spice Mobile Calcutta (India), and Baxter’s acquisition of Wockhardt’s IV fluid business (India). Ashish is an Honors graduate in Physics from St. Stephen’s College, Delhi University, India. He received his Post Graduate Diploma in Management (MBA) from Amity Business School, NOIDA, India.

Donald Ho, Partner, RSM Singapore

Donald started his career as a public accountant in Singapore and since 2004, had spent close to 10 years in China where he was a partner with a Big 4 firm before joining RSM Singapore in 2014. He has served clients in the manufacturing, financial services, property and healthcare industries.

Donald has extensive experience in audit, IPOs, due diligence and consulting. He has performed due diligence reviews for investors in the acquisition and disposal of investments in China, and advised on the establishment of banks, non-bank financial institutions and Sino-foreign joint ventures. His experiences also included the search for joint venture partners, feasibility reviews, due diligence, IT integration, HR advisory, and integration of internal control policies and procedures to ensure compliance with local regulatory requirements.

In addition, he has advised new market entrants and outbound investors on business strategy, feasibility of market entry and opportunities in specific industries. These include benchmarking of market competitors, profit and loss analysis and commercial intelligence gathering to provide companies with an in-depth understanding of their competitors’ pricing, product mix and strategic focus.

Donald was also a guest speaker for the Taiwan Banking Academy sharing on the pitfalls in establishing financial institutions in China, the regulatory framework and accounting requirements.

Rohan Solapurkar, Partner, Deloitte Singapore office

Rohan Solapurkar is a Partner based in Deloitte Singapore office. He has more than 20 years of experience in International Tax.

Rohan’s clients include a diverse range of companies in different sectors. such as IT, Hospitality, Real Estate, Infrastructure and Media. Rohan also has a deep understanding and knowledge of Singapore tax and the Indian tax and regulatory framework and has been advising multinationals on entry strategies, cash repatriation strategies, tax minimisation strategies etc.

Rohan is a Chartered Accountant from India and has been awarded his Bachelor of Commerce from Bombay University. He has also spent several years in Singapore and is an Accredited Tax Advisor with the Singapore Institute of Accredited Tax Professionals. He has also worked with another Big 4 firm in Hong Kong and London.

Lam Shiao Ning, Partner, Advocate & Solicitor, Singapore

Shiao Ning joined Oon & Bazul as the Head of Mergers & Acquisitions and Corporate Finance Practice.
Prior to this, she was a director in the Corporate & Finance department at one of the renowned Big Four domestic law
practices in Singapore. With over 18 years of experience as a corporate lawyer, Shiao Ning’s main area of practice is in
public and private mergers and acquisitions covering domestic and cross border transactions, across a broad range of
industries. Her other areas of practice extend to equity capital markets covering initial public offerings, rights issues and
private placements, private equity, venture capital, general corporate advisory and SGX compliance work.
The 2016 edition of Asia Pacific Legal 500 lists Shiao Ning as a recommended lawyer for Corporate/M&A, commenting
that she is ‘highly effective’, ‘responsive and helpful’ with ‘expertise in private equity investments’.
Some notable transactions which Shiao Ning has been involved in include:
• Acted for Hotel Properties Limited (HPL) in relation to the mandatory conditional cash offer for HPL by 68 Holdings Pte.
Ltd. (a consortium formed between Ong Beng Seng, David Ban and Wheelock Properties (Singapore) Pte. Ltd). This deal
valued HPL at approximately S$2 billion.
• Acted for Swissco Holdings Limited, a marine service provider for the shipping and offshore oil and gas industry, in
relation to its acquisition of Scott and English Energy Pte. Ltd., an offshore rig charterer, for a purchase consideration of
S$285 million, being a very substantial acquisition under the rules of the Singapore Exchange.
• Acted for Jaya Holdings Limited in the disposal of its offshore support services business and offshore engineering
services business at an aggregate value of S$638 million to Mermaid Marine Asia Pte. Ltd and Mermaid Marine Ltd.
• Acted for Overseas Union Enterprise (OUE) in the S$13.1 billion takeover bid for Fraser & Neave, Limited (F&N). The
OUE offer was one of two competing offers for F&N, the other being the offer by TCC Assets Limited. This was one of
South-East Asia’s largest takeovers. This transaction won the IFLR Asia Awards 2014 M&A Deal of the Year, Asian Legal
Business SE Asia Legal Awards 2014 Southeast Asia Deal of the Year, Southeast Asia M&A Deal of the Year and Singapore
M&A Deal of the Year, and was selected as one of the Asian-MENA Counsel Deals of the Year 2013.
• Acted for RSH Limited in the mandatory general offer for its shares by the Emaar Properties group and a subsequent
voluntary conditional offer by Peak Retail Investments Pte. Ltd., which led to the compulsory acquisition and delisting of
RSH.
• Acted for Eng Kong Holdings Limited, a container services company, in its takeover by the private equity group, Navis
Capital Partners.
• Acted for SunGard Asia Pacific Inc., a wholly owned subsidiary of SunGard Data Systems Inc., in its $120 million
voluntary conditional offer to acquire all the shares of System Access Limited, a company providing software solutions
for the banking and financial services industry in South East Asia, China, Europe, the Middle East and Africa.
• Acted for Deutsche Bank AG, Singapore Branch, the independent financial adviser to SembCorp Logistics Limited in the
S$1.4 billion takeover of SembCorp Logistics Limited by Toll Holdings Limited.
• Acted for Dovre Group Plc, a global provider of project management services and software, listed on the NASDAQ OMX
Helsinki, in its investment into a renewable energy project developer based in Singapore with respect to project
development in South East Asia.
• Acted for the Keppel Corporation group of companies in the privatizations of listed companies such as Keppel TatLee
Finance Limited, Keppel FELS Energy & Infrastructure Ltd, Keppel Hitachi Zosen Limited and Keppel Telecommunications
& Transportation Ltd.

OUR PARTNERS

Associate Partner

55

Knowledge Partner

44

Supporting Partners

117766

 

 

 

 

 

OUR VENUE

Mandarin Orchard, 333 Orchard Road, Singapore 238867
In case of queries, please email us at register@idealsnetwork.com

REGISTRATION DETAILS

Fee Details Singapore:

Standard Fee : USD 600 (per delegate)

Early bird discount :For first 10 delegates i.e. USD 550 (per delegate)

Group discount (for 3 or more delegate) : USD 500(per delegate)

In case of queries, please email us at register@idealsnetwork.com or call Mr Raj on +91 9650927738

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