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
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.]
Hong Kong-based WATI.io helps companies have personalized conversations with an easy-to-use customer engagement software tool that’s built on WhatsApp’s API. The startup worked with Kindrik Partners on their recent capital raise. We talked to co-founder and COO Bianca Ho on WATI.io, the capital raising journey, and working with Kindrik Partners.
WATI.io’s story
The company was founded in 2016 by Bianca Ho and Ken Yeung in Hong Kong. Before embarking on entrepreneur journey, Bianca worked in finance before moving to a business development role at a SaaS startup that specialised in customer support. It was there that she saw how artificial intelligence could be leveraged to augment and supercharge existing customer support teams.
“We started with an AI digital assistant for enterprises”, Bianca recalls. “Our digital assistant provided enterprises with a simple solution to chat with their clients at any time in the client’s preferred channels and language.”
From there, the company saw the opportunity of offering a similar solution to SMEs. “We saw lot of small businesses using WhatsApp as a tool to communicate with their customers. We created WATI, a no-code solution for those companies to automate the support that they were offering using WhatsApp’s Business API.”
These days the team has 40 employees across seven locations and is serving over 2,500 businesses in 54 different countries.
working with kindrik partners
Bianca was first introduced to Kindrik Partners through another entrepreneur in Singapore – Ned Philips, cofounder at Bambu. They were looking for legal advice with their pre-series A round.
“We decided to work with Kindrik because the team was really responsive, and the legal fees were affordable.” says Bianca. “They’re easy to work with, and very straightforward and fuss-free.”
on WATI.io’s fundraising journey
“We were a part of the Surge accelerator programme run by Sequoia”, recalls Bianca. “The fundraising process was relatively straightforward, since they have standardised documents that Sequoia gives to all cohort companies.”
Bianca worked with partners Chris Wilson and Lee Bagshaw from the Southeast Asia office in Singapore. “They were very quick to respond to my emails, as well as friendly.” says Bianca.
“They’re also founder-centric, which is something I appreciated. Sequoia is a big name, but Kindrik worked to let us know when things weren’t necessarily market standard in the fundraising documents, and encouraged us to ask questions to understand what we were getting into.”
Kindrik Partners also assisted WATI.io in the preparation of its employee share option scheme (ESOP).
“An ESOP is a complex thing to decide, and not something you can change every day”, Bianca says, “It can be daunting and quite complex, so having a clear explanation of the process and documents was very useful for us.”
tips for founders
When it comes to giving tips to founders, Bianca is clear. “Focus on the business first”, she says. “Understand your customers. If you are a good business with solid fundamentals, it will be easier to get the capital you need.”
what’s to come
WATI.io is continuing to pick up speed, particularly with its new injection of capital. “We are continuing to hire and grow”, says Bianca. “It’s an exciting time for us and we’re excited at what’s to come for the company.”
Singapore based and venture backed food technology startup Grain has fed thousands of happy customers delicious and wholesome meals, delivered in a few simple clicks.
Yi Sung Yong, Co-founder and Head of Product, recently talked to Kindrik Partners about his company and how he has found working with Kindrik Partners on their first capital raise.
the grain story
With backgrounds in management consulting and previous experience in IT startups, the 4 founders of Grain (Sung, Rifeng Gao, Isaac Tam and Ernest Sim, all recently named in the Forbes Asia 30 under 30 list) wanted to start a new and ambitious business in 2014, so they settled on changing the future of food delivery.
Since its recent beginnings, Grain is now described as a restaurant in the cloud and Uber for food in Singapore. It provides a convenient web and app delivery service for affordable and tasty food that is also good for you, offering 4 different meals each day which rotate weekly. Customers in the busy Singapore areas don’t pay for delivery and have no minimum spend.
After securing significant Series A funding, they now have major plans to offer more meals, improve operational efficiency by adding mobile distribution hub vans, increase headcount namely on the developer side and eventually to expand the business into China, including Hong Kong, and also Indonesia.
challenges
Sung says that given the diversity of food and size of the global industry, competition in the food market is building but there is still plenty of opportunity in the market. Whilst food delivery giant Food Panda largely dominates the South East Asian food delivery scene, acting as a middleman between restaurants and hungry consumers, Grain differentiates itself by offering a complete full stack food service. The entire supply chain is produced and controlled by them from one Singapore site, from the website and app business to cooking and delivery.
He also notes that whilst establishing a business and raising funds can be stressful, post-funding, hiring, onboarding and ongoing people management is their biggest challenge as they continue to grow.
working with kindrik partners
Sung’s previous experience of lawyers was that they were slow moving and traditional type lawyers that did not understand the pace of startup life.
For their first capital raise, Grain were referred to Kindrik Partners partner Lee Bagshaw through 500 Startups managing partner Khailee Ng, along with another Singaporean law firm. The referral happened on a Thursday, Lee got in touch immediately via WhatsApp and the term sheet was ready to go on the Friday. Grain did not receive a response from the other firm until the following Monday at which point the deal was well and truly on its way.
Sung says that it was Kindrik Partners’s speed and execution, WhatsApp versus long emails, moving like a startup that impressed him the most.
Kindrik Partners went on to assist Grain implement several convertible notes to secure short term bridge financing and raise of SG$2,500,000 for their Series A funding round, including investment from NSI Ventures, 500 Startups, Digital Media Partners and Ivan Lee (who founded and sold Thai Express in Singapore).
In addition to maintaining the startup pace and charging extremely reasonable legal fees, Sung really appreciated that Kindrik Partners drafted the documents from a founder’s versus lawyer’s perspective, ensuring the documents reflected Grain’s commercial motives without overkill on the legal jargon; Lee just got everything we thought we required and also pointed out the things we didn’t know we needed.
summing up
Given Grain have already delivered over 100,000 meals to ravenous Singapore residents alone, it’s looking likely that this startup will continue to eat up the market. Kindrik Partners will certainly be ready to move at speed for what seems like an inevitable growth and success.
Explore Grain.
[Note: The firm’s name was changed to Kindrik Partners in July 2020 and references to the firm’s previous name have been updated.]