Merger and Acquisition::FirstLaw

　　Our firm has given advices to number of international companies. We do not only give advice on merger and acquisition but also deal with drafting and give advice on due diligence report, provide legal advice and assistance, negotiation, investigation, drafting, settlement, and all the other matters relating to merger and acquisition. We have offered the related legal service for many companies in a variety of industries, for example:

　　　 1)　Writing Legal opinion in respect of the public tender offering made by Taiwan Mobile Corporation to Taiwan Fixed Network Co. Ltd. in the amount of NT$8.3 per share, with maximum shares purchasable in the sum of 40,049,005 shares, in the total amount of NT$53,568,200.000 (estimated US$1623 million at NT$33 to US$1)

　　　2)　Writing Legal opinion in respect of the public tender offering made by CMA CGM Overseas (Taiwan) Investment Co. Ltd to Cheng Lie Navigation Co. Ltd, in order to purchase the ordinary shares in Cheng Lie Navigation Co. Ltd in the amount of NT$21.89 per share, with shares purchasable in the sum of 240,000,000 shares, in the total amount of NT$5,253,600,000)

　　 Merger can be defined as the combination of two or more companies, generally achieved by offering the stockholders some sort of security in the acquiring company in exchange for the surrender of their stock. While acquisition has been defined as where one company purchases a majority interest in the target company, and it may result in friendly or hostile acquisition depending on the circumstances.

　　 The Taiwan Financial Institutions Merger Act sets out the procedures for merger application, it also provide that when approving the merger application, the authorities must take into consideration whether it will have an influence on the expansion of the economic scale of the company, enhancement of its operation efficiency, upgrade of international competitiveness, and influence on the competition factors on the financial market, also what will be the financial status, management ability, and operational soundness of the surviving company or newly incorporated company, and what influence it will have on the improvement of public interests, which includes promotion of financial stability, enhancement of financial services quality, provision of convenience, and handling of problematic Financial Institutions. Keep in mind that the Act also states that once the merger has been approved, the maximum adjustment period for normal financial institutions shall be 2 years with option for renewal for further 2 years.One must always remember that merger and acquisition can fail for reasons such as lack of management foresight, inability to overcome practical challenges, cultural differences, and loss of revenue momentum from a neglect of day-to-day operations. Either way, the justification for merger or acquisition boils down to synergy, profit and survival.

　　Due Diligence is performed where the potential acquirer intends to purchase certain shares in the company and conduct investigation or audit on potential investment in the company, and it is usually conducted by attorney, accountant or specialized commercial consultant. It serves as a confirmatory method on all material facts with regards to the company, and to the sale.

　　Due Diligence looks into the legal, financial, managerial and personnel matters and examine documents such as corporate books and records, financial information, commercial contracts, agreements and other arrangements, employment contracts and materials, judgment/litigation and indemnification, lien, proprietary rights, and insurance.

　　As this process involves vast amounts of documents as well as constant communication with the directors and higher-level employees, it offers a comprehensive detail and evidential proof with regards to the company in question, and provides the potential acquirer a reliable background and to eliminate any element of surprise as to the status of the company in question.