RPS Rhythm Professional Services

M&A Finding and Advisory

RPS goes beyond just setting up businesses. Our team of experts also helps you grow by acquiring other business entities by working in sync with your objectives of the merger, and carry out fundamental target attractiveness; strategic fit studies; due diligence & business plan development; valuation; negotiations, and many other essential activities for a smooth integration. RPS provides tailored services to support clients on both the buyer-side and seller-side of merger & acquisition (M&A) transactions. We provide services for buyers and sellers of businesses in South-East Asia.. ..
....RPS never works on both the „buy‟ and „sell‟ side of the same transaction.....

Sourcing of seller and buyers

✔ Sourcing sellers company.
✔ Review/ analysis of the basis of buyer‟s need.
✔ Evaluate sellers position, business operation, financial position and willingness to sale.
✔ Act as a mediator between seller and buyers.
✔ Act as a mediator between seller and buyers.
✔ Deliverables: Finding of the Target company expected by buye.

Detailed analysis of the Target

✔ Seek and obtain financial and operational information of the Target.
✔ Review / analysis of the Information Memorandum (“IM”) and financial model incorporating future business projections for the Target based on information provided by them to arrive at "fair value‟.
✔ Evaluate synergies.
✔ Determine valuation range / transaction structure.
✔ Deliverables: deeper understanding of the Target.

Non-binding offer & preliminary negotiations

✔ Assistance in preparation of a non-binding bid / letter of offer to the shareholders of the
✔ Target
✔ Assist in preliminary negotiations with Target
✔ Deliverables: non-binding offer

Due diligence coordination

✔ Assist in coordinating a detailed due diligence exercise of the Target, based on the financial, operating and tax records made available to us
✔ Coordinate with the commercial and operational due diligence team

Negotiation & structuring

✔ Actively participate in negotiation process along with your team
✔ Discuss possible deal structures
✔ Analyze structural considerations, including tax, accounting issues & timing issues
✔ Finalize transaction structure in consultation with legal advisor
✔ Finalize valuation and binding offer
✔ Deliverables: binding offer, transaction structures

Documentation & deal closure

✔ Assist in negotiation of Definitive agreement based on DD findings (if any
✔ Finalize external communication strategy
✔ Deliverables: signing of binding agreements / definitive documents.

M&A Tax Services

RReduction of tax liabilities is best achieved by advance planning. It is your responsibility to advise us in good time of any proposed transactions or anticipated changes in transactions.
....RPS will not be able to express any opinion on any profit forecasts or views of future prospects.......

Tax advisory for proposed acquisition in Bangladesh

✔ Evaluate alternate options for proposed acquisition of Bangladesh tax & regulatory perspective
✔ Evaluate alternate funding mechanism available for your company for proposed acquisition of Target so as to optimize the overall tax costs
✔ Identify alternate investment structure (i.e. direct investment or through intermediary holding company), where considered, for proposed new Bangladesh entity
✔ Advise on the suitable capital structure/ capital mix (i.e. equity shares, debt, external commercial borrowing, etc.) that may be considered for raising onshore fund and offshore fund
✔ Identify and analyses alternate jurisdictions (maximum two) for investment into Bangladesh based on regulatory requirements in such jurisdictions and overall tax cost for the structure
✔ Overview of applicable direct tax, indirect tax & exchange control regulations in Bangladesh which would be relevant to proposed business model
✔ Advise on tax implications of dividend distribution / profit distribution from Bangladesh entity to headquarters
✔ Deliverables: technical analysis report in form of presentation slide deck.

Tax negotiation supports

✔ Participate in negotiation process along with the Buyer‟s team
✔ Discuss alternate structures from tax & regulatory perspective keeping in mind
✔ Client‟s interest
✔ Time-to-time meetings/discussions to finalize transaction structure in consultation with legal advisor
✔ Deliverables: Minutes of the discussion//meeting.

Implementation support

✔ Advise on registration procedure including preparation of step plan, timelines, templates, etc. for establishment of proposed new Bangladesh entity, if required
✔ Preparation and drafting / review of required documents in case of establishment of new
✔ Bangladesh Company
✔ Assistance in obtaining tax & other statutory registrations
✔ Review of Shareholder‟s Agreement, other contracts, as may be necessary
✔ Deliverables: Step plan and templates required for establishment of new Bangladesh entity.

MERGER AND AQUESTION SERVICE