SELECT content FROM law_ref_lang_word WHERE word_id=277 AND lang_id=3 FirstLaw 第一國際法律事務所
【Non-action litigation】
  • Merger and Acquisition                                                                                                       

                    ◎  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
                                  Corporationto 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.

No. 43, Section 1, MínShēng East Rd, Jhongshan District Taipei City, 104     Telephone:+886-2-2521-5900    Fax:+886-2-2521-5311
Copy Right@2010 FirstLaw All Rights Reserved Design