Mergers and Acquisitions – M&A Advisory

Mergers and acquisitions are an effective way to grow your organisation (or exit) and it is essential to get the legal aspects of it right. The deal must be correctly structured and the agreements must accurately reflect that structure. And you want to avoid legal problems or hurdles that may prevent the merger or acquisition.

We focus on mergers and acquisitions that involve:

• significant intellectual property, especially if it needs to be exported or imported from one country to another,
• IT companies or businesses that provide IT goods or services, and
• significant data (especially personal data).

The issues that arise are very specific and require specialist expertise.

A merger is when two companies combine their operations. An acquisition is when one company purchases another company. This can be a 100% purchase, or a majority or minority purchase. It can involve a sale of shares, or a sale of business or assets.

Mergers and acquisitions tend to be a long process. We can help you through the process by simplifying it and establishing what your needs are. If you are a smaller company, you likely do not want drawn out lengthy negotiations. We understand this, and do our best to give you smart, practical advice. We also prefer all documents to be in plain language.

Various issues arise during the course of M&A

• Can the intellectual property be transferred out of a country to another?
• How to structure the business for global growth?
• If the intellectual property is in South Africa, do you need Reserve Bank approval?
• Are there exchange control considerations?
• How will you structure your shareholding?
• Are minority rights protected in your shareholders agreement and memorandum of incorporation (MOI)?
• Do you need approval from the Takeover Regulations Panel?
• Are there conditions that must be met before the sale or purchase?

Our Mergers and Acquisitions services

• Takeovers, mergers and acquisitions in the private sector.
• Advise on how to structure the transaction and how to make the process of concluding the legals as easy as possible.
• Draft plain language agreements for the transaction, including Subscription Agreements.
• Draft your new Memorandum of Incorporation.
• Draft your new Shareholders Agreement.
• Help you add and remove directors through CIPC.

Some of our experience

• We acted as South African legal counsel for an international company purchasing a web development firm.
• We advised a NYSE listed company on South African law aspects of its acquisition of innovative financial advisory tech company.
• We are helping a venture capitalist in the US acquire South African IT companies.
• We acted for a South African firm selling almost 75% of its shares to an American company.
• We also act for smaller South African companies investing in other South African companies.