Mergers & Acquisitions Comparative Guide

1 Deal structure

1.1 How are private and public M&A transactions typically structured in your jurisdiction?

Private and public M&A transactions typically fall within two broad categories, as follows.

Acquisitions by private arrangement: These are contractual agreements between a buyer and a seller, subject to receipt of the necessary regulatory approvals. They typically take the form of:

• share acquisitions;
• asset transfers; or
• business sales.

Share acquisitions can be undertaken through:

• a share purchase from existing shareholders; or
• the subscription of fresh shares.

In an asset transfer, the buyer agrees to purchase identified assets from the seller with individual values assigned to each asset and with no concomitant transfer of employees. A business sale involves the transfer of an undertaking or a business unit as a going concern for a lump-sum consideration, without values being assigned to the individual assets and liabilities, including transfer of