Merger and Acquisition

Titan has represented our client, well-known international exhibition service provider, to purchase back its German shareholder (parent company), and also assisted client, well-known international IC design company, to obtain pre-merger notification from Fair Trade Commission. Our professionals assist with every facet of an M&A transaction:

Transaction Structure

Advise on transaction structure to maximize economic benefit and minimize tax impact, legal restraints applicable to each transaction, such as relevant securities regulations, fair trade/antitrust issues, foreign investment approvals, labor management, transfer and benefit matters and corporate procedural issues.

Negotiate, review and draft confidentiality agreements, term sheets, letter of intent, memoranda of understanding for the parties’ preliminary examination of the transaction, as well as definitive stock purchase, asset purchase or merger agreements, and escrow agreements.

Due Diligence

For Sellers: advise on appropriate documentation to provide in response to due diligence requests and sellers on responses to due diligence enquiries.

For Buyers: prepare due diligence requests and perform due diligence review of legal documents and advise on important due diligence issues and prepare due diligence report based on review and provide translations of significant corporate documents.

Foreign Investment Approval

Prepare applications for foreign investment approval from the Investment Commission of Taiwan’s Ministry of Economic Affairs

Fair Trade Law

Prepare filings for pre-merger notification submission along with required supplemental documentation, and communicate with Fair Trade Commission to ensure obtaining approval before Closing.

Closing

Oversee satisfaction of closing conditions and pre-closing covenants, such as board of directors’ changes, shareholders’ and board of directors’ meetings, tendering of shares or proxies, and other deal-specific conditions, and verify stock certificates to be transferred and proper endorsements and chops.