SINGAPORE LAW AND PRACTICE Contributed by: Jeffrey Lim, Daniel Lim, Frederick Tay, Genevi Lim, Lakshmanan Anbarazan, Sarah Lai, Stephanie Goh and Tobias Andreas Satria, Joyce A. Tan & Partners LLC
3. Mergers and Acquisitions 3.1 Transaction Structures In Singapore, acquisitions of private companies are typically structured either as: • share sales; • business or asset sales; or • an amalgamation. Share sales are more common where continuity of contracts, licences and employees is desirable, while business or asset sales allow for a more selec - tive transfer of specific business elements, allowing buyers to “cherry pick” desired assets and exclude unwanted liabilities but requiring individual assign - ment of contracts and regulatory licences to the purchaser. Amalgamation is mostly carried out when companies in the same group decide to merge into one single entity or after the acquisition of the shares in a company, a decision is taken to amalgamate the acquired company with the other companies in the same group. Acquisitions of public companies listed on the Singa - pore Exchange (SGX) are typically by way of: • general offers (namely mandatory general offers or voluntary general offers), which are governed by the Singapore Code on Take-overs and Mergers; • a scheme of arrangement which must be sanc - • a voluntary delisting pursuant to an exit offer (where the public company will be delisted from the SGX following the completion of the acquisi - tion); and • the merger between a special purpose acquisition company (which is already listed on the SGX) and a non-listed entity. tioned by the courts; • a reverse takeover; Key considerations for foreign investors when select - ing a transaction structure include tax efficiency (stamp duty implications and withholding tax obliga - tions), the structure of the target company, sector- specific foreign ownership restrictions, and commer - cial objectives of the parties.
pore adopts a whole-of-government approach against money laundering, which involves co-ordination across government through an established structure as well as established partnerships with private sector entities. The country’s AML efforts are led by the AML- CFT Steering Committee, comprising representatives from the Ministry of Home Affairs, Ministry of Finance as well as the Monetary Authority of Singapore, and are supported by the Inter-Agency Committee, which is the main operational body facilitating the co-ordi - nation and implementation of Singapore’s AML policy. The Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 prohibits a range of dealings with property connected to criminal activity. This includes entering into transactions relat - ing to, acquiring, possessing, using or removing from any jurisdiction property that represents the benefits or proceeds of, was used in, or is intended to be used in connection with any drug dealing activity or other criminal conduct. For these purposes, criminal con - duct includes carrying out, or being involved in, any act that constitutes a serious offence in Singapore or in any other jurisdiction. On the other hand, the Terrorism (Suppression of Financing) Act 2002, which has extraterritorial effect, prohibits dealings with property owned or controlled by or on behalf of any terrorist or terrorist entity, including entering into or facilitating financial transac - tions relating to such dealings, or providing, collecting or using such property for the purpose of facilitating or carrying out a terrorist act. There are also targeted financial sanctions imposed by the United Nations (UN) through UN Security Coun - cil Resolutions (UNSCRs) against specific individuals and entities identified by the UN Security Council. As a member state of the UN, Singapore is commit - ted to implementing the UNSCRs and gives effect to these targeted financial sanctions through the various pieces of legislation, some of which prohibit dealings with UN-designated individuals and entities. To the extent that any foreign investments involve dealings with such UN-designated individuals and entities, they may be subject to such sanctions.
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