free tech m&a resources
Explore our collection of resources for your upcoming merger, acquisition, or exit in Southeast Asia.
templates
Browse our free m&a templates and get familiar with disclosure letters, term sheets, and more.
This agreement is for use when a company primarily wishes to bring in employees from a target company, rather than acquiring its business. Acqui-hires are common amongst well-funded startups looking to expand their teams by hiring talent from other startups. Often the employees are acqui-hired from businesses that are failing and are subsequently shut down.
This agreement covers the transfer of the employees and release of any existing restraints, together with a general assignment of intellectual property rights. It sets out the terms of payment of the acquisition amount – this is sometimes paid in tranches and adjusted if the transferring employees subsequently move on soon after completion of the acqui-hire.
using our templates
Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This is a template disclosure letter for disclosing against warranties provided in an M&A or capital raising transaction.
read our guide: tricky clauses: warranty disclosures (4 minute read)
read our guide: raising seed capital in southeast asia (8 minute read)
Typically under these transactions, a company (and, in some cases, its founders) provides statements to a purchaser or investor in the transaction documents. If any of these statements (known as warranties) turn out to be untrue, the purchaser or investor can bring a claim for a breach and potentially recover money from the parties that gave the warranties.
A disclosure letter protects warrantors, by allowing them to disclose any matters that are inconsistent with the warranties set out in the transaction documents. The purchaser or investor cannot bring a warranty claim in respect of matters which have been fairly disclosed. The disclosure letter is the document which formally records these disclosed exceptions to the warranties. It is therefore an integral part of the transaction documents and the earlier warrantors start preparing the document on any transaction, the better.
using our templates
Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This Due Diligence Document List is a list of legal documents for review by potential purchasers of the shares or assets of a target company in a private M&A transaction. In the course of the purchaser’s due diligence investigations, additional questions will inevitably arise, but this list is a good starting point.
using our templates
Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This is a template term sheet for use when one tech company is acquiring the shares of another tech company. It sets out the principal terms agreed between the acquiring company and the shareholders of the target company prior to preparing the formal sale and purchase agreement. The acquisition of a competing and/or complementary business in this manner is a common strategy of well-funded high growth technology companies.
This term sheet assumes that the transaction will be structured as a share sale (as is most common). It should not be used in connection with an acquisition of the business and assets of a target company. This term sheet is not legally binding (other than the confidentiality obligations in part B); it simply sets out the terms agreed in relation to the acquisition.
using our templates
Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
This agreement is for use by Southeast Asian companies looking to redomicile or flip to Singapore. Our experience is that, with a few exceptions, most Southeast Asian tech startups wishing to raise capital from professional investors end up being domiciled in Singapore (either to attract investment or as a requirement of their investors).
Flipping to a new jurisdiction can be done in two ways: either by a transfer of shares or by a transfer of assets. Please see our guides to raising seed capital in southeast asia for more information on the different processes involved. This agreement is for the first option – where the shares in your existing company are transferred to a newly incorporated Singapore company. That new company then issues shares to the shareholders of the existing company in equal proportions. These are separate corporate transactions in two different jurisdictions requiring legal and tax advice in each of those jurisdictions.
using our templates
Use of a template by business users is free of charge and is subject to you agreeing to our template terms of use.
explore our case studies
about Singapore Tourism Accelerator
The Singapore Tourism Accelerator is an equity-free 6-month programme for promising technology companies that power the travel and tourism industry. The Accelerator is organised by the Singapore Tourism Board (STB) and is managed by its appointed Corporate Innovation partner, Found8.
The cohort companies undergo a three-month accelerator program where they participate in capacity- building workshops providing insights to the Singapore ecosystem and market as well as the tourism and hospitality industry. The program is tailored to support the startups in identifying and securing a pilot partner and project to testbed their solution with. This is followed by three months of pilot implementation and execution with one of the close to 30 industry partners participating in the programme – including Singapore Airlines, Changi Airport, Marina Bay Sands, and other prominent tourism brands.
The Accelerator provides founders with an opportunity to learn critical market entry skills, pilot design and implementation skills, and fundraising strategies. The programme also offers 1:1 mentoring, expert feedback, and access to industry events. The accelerator culminates in a Demo Day attended by investors and members of the tourism industry.
The Accelerator is currently running its second cohort of 10 companies and Kindrik Partners has worked with the program as an advisor for both. Particularly in the case of startups who have come from outside the region, that can include incorporation in Singapore with a view to getting investment.
pivoting to remote-first with COVID-19
With the second cohort set to begin just as the COVID-19 situation was escalating in Singapore, the decision was made to pivot from an onsite programme to a digital-first programme.
“The global health crisis put a lot of different challenges on top of everyone’s normal workload. Now that we’re split across seven different time-zones, it’s a big ask in terms of flexibility and adaptability for the people who run the workshops. We are all now masters of Zoom,” says Katrin Miller, program manager.
kindrik partners support
presentations and office hours
In line with the move to remote-first, Sarah Yen, senior solicitor at Kindrik Partners, presented to the second cohort via webinar, covering basic corporate and commercial topics such as seed rounds and other common legal issues for growth stage companies.
The startups were also able to book one-on-one Zoom legal consultations to address any queries not covered in the presentations.
“It was beneficial to the startups to know they had access to a lawyer to address more specific questions once they were further through the process”, says Katrin.
“Throughout the programme, Sarah has been stellar to deal with. She has always made herself available to our startups and the advice she gives to help the founders is always well structured and clear.”
online templates
Founder in each cohort also have access to over 30 free legal templates and guides for startups that have been tailored to building tech companies in Southeast Asia.
“Anytime one of the startups needed a template, I always consulted the Kindrik Partners database first to see if there was something they could start working from,” says Katrin.
The templates cover common corporate and commercial agreements and resolutions used by growth startups. These include founder agreements, NDAs, and sample term sheets.
support tailored for the programme
Given the industry connections that the Accelerator offers to industry heavyweights like Singapore Airlines, Changi Airport, and Marina Bay Sands, Kindrik Partners also provides targeted assistance on pilot agreements.
“Running a pilot programme is a great way to fine-tune a solution and to approach enterprise customers”, says Sarah. “However, since there’s no real uniformity to pilot agreements, founders need to be aware of some key provisions that will shape their experience with the organisation they’re dealing with.”
Katrin agrees, adding “Some corporate partners have existing documentation around pilot programmes – but for many, it’s up to the startup to set up a legal document that seals the partnership. Kindrik Partners provided real value in educating the startups and help them understand the legalese – whether it be a letter of intent, an MOU, or formal partnership agreement.”
after demo day
fixed fees on seed funding rounds
Following demo day, Kindrik Partners is available to the cohort companies to assist them with their first institutional funding rounds. To bring more transparency to the market around legal costs, Kindrik Partners offers fixed fees for institutional seed funding rounds and some associated projects, such as ESOPs.
“We want to help founders understand the terms on which they are raising their first formal funding, to help them close the deal as efficiently as possible, and of course to ensure they are getting market terms. Providing fixed fees removes one of the biggest obstacles to start-ups engaging counsel during the funding process, i.e. concerns around creeping costs and their lawyers running the clock on each call or email query”, partner Chris Wilson says.
final words
The mentorship and guidance given to the startups has been highly valued by founders in the accelerator programme.
“It’s been a hard time to run a tourism accelerator during the coronavirus pandemic – it’s no surprise that we are the hardest hit. But we’ve noticed that many of our industry partners have stepped up and focused on innovation to give them a competitive edge when the industry recovers.”
“Having Kindrik Partners on hand to assist has been truly valuable throughout the course of the programme as our founders navigate the new normal.”
Sprout Solutions is a Philippines based SaaS payroll, HR and recruitment company. Sprout’s products are tailored to meet the requirements of each jurisdiction in which their enterprise clients operate.
We recently spoke to co-founder and CEO Patrick Gentry about working with Kindrik Partners on Sprout’s series seed funding round.
the sprout solutions story
Sprout was founded by the husband and wife team of Patrick and Alexandria Gentry. In 2016 Acceleprise (a US based SaaS accelerator) asked Sprout to be the first Philippines based company to join its program. Patrick says:
We were interviewed by other accelerators, but chose Acceleprise because it specialised in assisting companies that were looking to scale their sales to enterprise customers.
The connections that Patrick and Alexandria made at Acceleprise helped them to raise an angel round from overseas investors. Those funds were used to expand the company’s software engineering and sales teams. The company grew rapidly, and by the middle of 2017 it had over 75 employees and 150 enterprise clients in the Philippines.
After proving the business model locally, the company wanted to expand into other emerging markets in Southeast Asia. Patrick and Alexandria began looking for institutional investors to fund the tailoring of the company’s products for each new market, and to grow the international sales and services teams.
the deal
Patrick was well connected in the startup ecosystem after several years of bootstrapping both Sprout and a previous company. A fellow entrepreneur provided Patrick with a warm introduction to several VCs with a focus on B2B SaaS products. Sprout soon began negotiating a series seed investment round led by VCs Kickstart Ventures (Philippines), Wavemaker Partners (Singapore), and BEENEXT (Singapore).
A condition of the round was that Sprout needed to redomicile in Singapore. This type of restructure (or flip) is quite common, since many Southeast Asia VCs will only invest in a Singapore incorporated entity. There are a number of reasons for this, including taxation, minimal restrictions on foreign ownership, the ability to easily repatriate investment returns from Singapore, and legal certainty (including IP protection).
For Sprout, a new Singapore head company was incorporated and the existing company became a Philippines operating subsidiary. The terms of the restructure were incorporated into the long form investment documents and the flip was completed at the same time as the rest of the investment round. Patrick recalled that:
Some aspects of the restructure were unique. Kindrik Partners were great in this scenario as they did a deep dive to understand the specific requirements and complete the process by working closely with local counsel.
The company closed its US$1.6m series seed round in late 2017. Patrick told us that:
Completing the round was a huge deal. I knew we could accelerate this business with capital, and felt like the timing was perfect. It’s exciting to gain the freedom to stretch a bit and continue our rapid expansion in new areas of the business and market.
working with us
Kickstart recommended Kindrik Partners to Patrick as they had worked with us on the other side of previous deals.
Patrick says:
Kindrik Partners were invaluable in moving the deal forward as efficiently as possible by keeping the negotiations centred on the critical commercial points, and by providing insight as to what was common market practice in these areas. I can’t emphasize enough how important it is to have a strong partner that not only knows the process inside and out, but will also go to war for you and represent you as if they are negotiating for their own company.
Kindrik Partners even assisted with the calculation of the cap table, as the deal involved some bespoke debt conversion calculations relating to a previous round.
As entrepreneurs we pour our heart and soul (and blood and sweat) into our companies, and to have someone fighting for us as if it were their own – that’s just awesome!
Sprout is rapidly becoming a regional SaaS star, and we would like to thank Patrick for taking time out of his frantic schedule to speak with us.
[Note: The firm’s name was changed to Kindrik Partners in July 2020 and references to the firm’s previous name have been updated.]
Auckland based startup 90 Seconds is the world’s leading cloud video production platform, allowing brands to purchase, plan, shoot, edit and review video anywhere in the world, online and on mobile.
Tim Norton, Founder and CEO, and Richard Chew, CFO, recently talked to us about 90 Second’s Series A capital raise and how they have found working with Kindrik Partners.
the 90 seconds story
Tim has been building tech companies for the last 14 years from SaaS to video platforms. It was after founding a media company that profiled the startup community through print and video, that Tim realised how hard it was to create videos. He says that the process was varied, it was difficult to shoot between countries and despite the fact that online video content was growing in popularity, professional videos were not easy to make.
This led to Tim’s idea to connect people around the world in order to create professional videos. 90 Seconds was launched in 2010, with Tim and one other developer creating online video production tools, off the back of seed and angel investment.
The concept and tools grew, and Tim managed to solve his previous issues through the creation of a cloud-based platform, which lets users handle almost every part of the video production process in one place. Brands can purchase, plan, shoot, edit and review video from the platform anywhere in the world, online and on mobile.
It was always part of Tim’s vision to build a truly global company, so two years in Tim began to establish a presence in Japan, Singapore, Australia, on top of NZ and the UK. The company became profitable in 2014 and Richard also joined as CFO. In 2015, Tim decided to hire a Head of Talent and they grew from 20 to 78 people in under a year. They then secured NZD$11m through their Series A capital raise led by Sequoia in 2016.
90 Seconds have now worked with more than 1000 brands including Google, Barclays, PayPal, Visa and Sony to produce over 10,000 high quality, fast, easy and affordable videos, in 70 countries.
The company has a global team working across Singapore, London, Tokyo, Manila, Sydney and Auckland, and they hope to open new offices in San Francisco, New York, Hong Kong and Berlin going forward.
Tim thinks that 90 Seconds has just scratched the surface of the global opportunity for cloud-based video production. They will continue to focus on their global growth and make video production even faster, as fast as Uber, publishing professional videos within anywhere between 24 hours to two to 3 weeks, no matter in the world the video creators are. They also plan to continue to develop the mobile version of their software so clients can manage every part of the production process on their tablets or smartphones.
challenges
Tim and Richard both agree that talent acquisition and management is the key to ensuring the success of 90 Seconds, as well as scaling growth at the right time. Tim says that we always need to hire as the business continues to grow, finding the right people to do the job within budget, is definitely an art.
There is definitely competition in the industry which comes in two types. The first being companies who have been around for the same time or longer than 90 whose established business practice. The second is startups, who have the speed and agility to move quickly and innovate. However, Tim says 90 Seconds has a unique position given their stage of growth. They not only understand the industry and are experienced enough to compete with established business but they are also nimble enough to compete with new ones, having the capacity to completely revamp their current product.
working with kindrik partners
Tim and Richard have both worked with lawyers throughout their careers and had varied experiences, prior to their first capital raise, 90 Seconds brought lawyers in get the job done and keep legal costs at a minimum.
They were recommended Kindrik Partners by Sequoia, the key investor leading the capital raising process, who have invested in a number of the world’s leading tech companies including Apple, Google, YouTube and Airbnb. Lee Bagshaw’s was the lead partner for the deal given his background in fund raising for global startups and extensive experience negotiating deals with Sequoia.
The 90 Seconds team worked closely with Lee and Chris Wilson on the intricate transaction which involved a re-domicile, re-structure and Series A all rolled into one, as well as a broad range of investors, from publicly listed companies, venture capital firms and private investors such as SKY TV New Zealand, Airtree Ventures, Beenext and Oleg Tscheltzoff founder of Fotolia.
Tim describes the process as being much longer than he expected, taking 6 months. He says it was like a giant Jenga of risk, investors and issues to manage and at times he was keen to concede on points to move the deal on. However, he says Lee kept them focused on the key issues and eventually they nailed it, and got a deal far better than I expected with Tim feeling more powerful as a founder and entrepreneur through Lee’s advice. Richard also notes that Lee’s knowledge and experience with Sequoia was completely invaluable.
Tim and Richard both agree that this process showed how important it is to partner with lawyers who have hands on experience in dealing with the legal and commercial complexity of capital raising for a global company. Tim notes that when you work with a range of investors on a global deal, you need a legal partner to get the deal done and Kindrik Partners provided the best advice which got them a big outcome.
summing up
90 Seconds are an inspiring example of a company with humble NZ beginnings, demonstrating a fast-growing and rapidly scaling business model, as well as attracting major technology investment players.
Sequoia’s backing shows that big US VCs now view New Zealand startups as global opportunities. Kindrik Partners will be closely watching 90 Seconds continue its rapid growth to become a significant global player.
Explore 90 Seconds.
[Note: The firm’s name was changed to Kindrik Partners in July 2020 and references to the firm’s previous name have been updated.]