The Business Takeover process;We always start with a proposer; it can be a Buyer & Seller who is seeking a suitor; BizMerger shall manage the confidentiality while seeking the suitor.Once a prospect is found, major terms are discussed without naming the other party. The major terms are like business status, biz value, material conditions & assurance of no encumbrances of the business in transaction.If there is a matching on those and other terms that been raised; we shall proceed for NDA to be signed by both parties.Once NDA signed, the Buyer is informed of the identity of the Business & Seller. Then, more relevant information are shared. Seller is also informed of the likely prospect. If both parties wish to proceed, BizMerger shall arrange a meeting between both parties.In the meeting, BizMerger shall introduce the parties to each other and reiterate the material and relevant information of the business that I had shared with the Buyer. Then, the parties shall verify those details and may even share more details and exchange terms of transaction. If proceeding, LOI shall be prepared.In preparing LOI, all facts, material details and understanding between the parties are finalized and concluded preferably through a lawyer. To ensure its not a “free-tour”, BizMerger shall ensure that both parties commit to what they say and mean. The LOI will have a clause for Due-D to be cleared for the deal to proceed. To be effective, the LOI will usually seek Buyer to pay deposit & with Seller providing all relevant material details which shall be binding.In Due-D, all material undertaking by Vendor need to be proven. If the Seller proves all material matters are there as claimed; the deposit shall not be refunded to Buyer but shall be part of the sale proceed if the Buyer proceeds with the transaction. However, if the Seller misguided the facts and far from what's presented; the Seller shall not only return the deposit to Buyer but may also pay a penalty to Buyer of an equal sum for misguiding and wasting Buyers time and possibly losing other opportunities. Thus, BizMerger's arrangement of takeover means both parties are serious and mean business.Once the Due-D cleared,  both parties shall prepare the S&P through a lawyer. On the agreed specified time, the directorship and shareholding be transferred to Buyer upon Buyer making the agreed sale proceed. Usually, there will be a small sum withheld by Buyer till there is no major issue on takeover. Once that sum is released, the sale is compete. The whole process may take about 2-6 months depending on the scale and complexity of the business and terms agreed between the parties.

By: KESH Muthu
Director, BizMerger
+65-9009-9036 (Sg)