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29 September 2018, 13:14   Report Abuse

TG MUZAFFAR





[ Scorecard : 24]


Dear All,

I would be grateful if someone could advise me on the exercise pertaining to the M&A of two wholly owned subsidiries.

Here is the situation, B and C are the wholly owned subsidiaries of A. Whereby all of the companies are private co.

B and C are in the same industry. To create synergistic value, both companies are proposed to merge. it is proposed that, C to transfer all of the assets and liabilities into B. And later, C will be dormant.

From my understading, both will expose to tax implications upon transfering the above. Assuming minimal impact on the operation, location, and employees.

My question are;

i) Is there any other significant impact (value-wise) on the exercise affecting A,B and C?

ii) How do we advise on the transaction consideration? means, do any of the companies have to incur any consideration/payment upon acquiring the other company? Or it just a matter of shareholders equity changes.

thank you.

 






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