Key milestones for M&A transaction

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• Due diligence
A seller may allow a buyer and its advisers to conduct due diligence on the target company/asset up to a cut-off date. This is usually a hectic time for the lawyers conducting the legal due diligence.

• Execution of agreement
The days leading up to the SPA execution are usually intense with negotiations and last minute amendments. If the parties are corporations, resolutions are required to authorise the SPA execution on behalf of the corporations. If a PLC or its subsidiary is party to the SPA, announcement to the stock exchange may be required.

• Fulfilment of conditions precedent
The parties to the SPA show that they have met the conditions precedent within the agreed period. The SPA becomes unconditional at this point.

• Completion of the SPA
SPAs typically provide for certain actions to be done or documents to be delivered to the counterparties on completion e.g. delivery of share transfer form against payment. A PLC may need to announce the SPA completion to the relevant stock exchange.

• Post completion obligations
SPAs may provide for post-completion actions such as notifying the relevant authorities of change of shareholders of the target companies.

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This post was first posted on Linkedin on 15 March 2021.

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