Mergers & Acquisitions

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Mergers and Acquisition (M&A) refer to the process of consolidating two companies or major assets of company through financial transactions into one.

  • Merger involves the combination of two companies of similar size to form a new single entity.
  • Acquisition occurs when one large company takes over other companies, with the acquired company either absorbed or operated as subsidiary.

 

The primary goal behind M&A activities is to create greater value together than as separate entities. This strategic move is often driven by the pursuit of wealth maximization, operational efficiency, competitive advantage or market expansion. Companies continuously explore M&A opportunities to access new markets, enhance capabilities or gain scale in an increasingly competitive landscape.

 

Type of M&A Transactions

Common types of transactions that under M&A including:

  • Consolidation of business / Formation of Joint Venture
  • Acquisition of Business / Assets
  • Acquisition of Shares of a Company
  • Takeover

 

Type of Mergers & Acquisitions

Type Description Example
Horizontal Two companies in the same industry come together with similar products/services. This reduces competition and increases market share, revenue, or profit. CIMB Bank merging with Southern Bank in Malaysia. Both were financial institutions offering similar banking services
Vertical Two companies join forces in the same industry but they are at different points on the supply chain

Improving logistics, consolidating staff & perhaps reducing time to market the products

Example a clothing retailer buys over a clothing manufacturing company
Concentric Two companies that has similar or vice versa kinds of customer base but provides different services A sports apparel company acquires a fitness app both target health-conscious consumers but offer different value
Conglomerate Two companies in different industries join forces or one takes over the other so that it can broaden their range of services & products Grab, a ride-hailing and digital services platform, expanded into the grocery retail sector by acquiring Jaya Grocer

 

Forms of Acquisition

Share Purchase

The acquirer buys the share of the target, acquiring both its assets and liabilities.

Asset Purchase

The seller remains as the legal owner of the Entity. The buyer purchases the sellers’ individual assets of the company such as equipment, licenses, goodwill, customer lists and inventory.

Advantages for Mergers & Acquisition

  • Financial synergy for lower cost of capital
  • Improves company’s performance & accelerate growth
  • Economies of scale
  • Diversification for higher products or markets
  • To increase market share & positioning globally
  • Strategic realignment & technological change
  • Diversification of risk
  • Tax considerations

 

M&A Valuation

In an M&A transaction, both the acquirer and the target company conduct valuation exercises to assess the company’s worth.
This process enables both parties to establish a common understanding of value, forming the basis for negotiations and the ultimate agreement.

 

M&A Valuation Methods

Discounted Cash Flow (DCF) Value is calculated based on its future cash flows
Comparable company analysis Relative valuation metrics for public companies are used to determine the value
Comparable transaction analysis Valuation metrics for past comparable transactions in the industry used to determine the value

 

The process for Merger & Acquisitions deal

  1. Compile a target list
  2. Contact the targets
  3. Send / Receive a teaser
  4. Sign a confidentiality Agreement
  5. Sent & Review the Confidential Information Memorandum (CIM)
  6. Submit & Solicit an Indication of Interest (IOI)
  7. Conduct management meetings
  8. Submit a letter of Intent (LOI)
  9. Conduct due diligence
  10. Write the sales & purchase agreement
  11. Deal Close
  12. Handle any post-closing adjustment & integration

 

How ECOVIS Malaysia Can Support Your M&A Journey

At ECOVIS Malaysia, we provide end-to-end support throughout your M&A transaction. Our services include:

  • Initiating the transaction by:
    • Connecting you with potential investors or business owners
    • Assisting in the preparation of pitching and investment materials
    • Structuring acquisition or disposal strategies
  • Matching you with suitable M&A counterparts based on investor preferences and deal terms
  • Evaluating and analyzing potential targets to support negotiation strategies
  • Overseeing the entire transaction process from initial discussions to deal completion
  • Sourcing funding solutions to help finance the deal, if needed

 

Whether you’re looking to buy, sell or merge, ECOVIS able to guide you every step of the way.

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