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.
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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.
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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.
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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
Singapore based property startup 99.co likes a challenge. Dominated by well funded regional players, there would be easier sectors to disrupt than online property. However 99.co is fighting hard with a unique proposition. The company has raised two rounds of funding since incorporation and is backed by high-profile investors including Sequoia Capital and Facebook co-founder, Eduardo Saverin.
Founder and CEO, Darius Cheung, talked to us about the company’s progress, its most recent capital raising transaction in 2015, and how they have found working with Kindrik Partners.
the 99.co story
Darius is one of Singapore’s celebrated young tech entrepreneurs having sold mobile security startup tenCube to McAfee in 2010. This was a decent sized exit for a Singapore tech startup at the time. With the current hot funding environment and massive interest in mobile disruptive technologies in Southeast Asia, Darius is now looking to build a company for an even larger exit.
Not surprisingly, given the city state’s rapid growth, Singaporeans have always had a real interest in property. So 99.co is playing in a compelling space. Singapore has over 30,000 property agents many of which use online real estate platforms such as 99.co. The company recently set up an Indonesian website and plan to get going in Malaysia and Thailand further down the line.
99.co differentiates itself from larger competitors by promising a more intuitive search experience, where the rankings for listings are influenced by the quality of the published content. The site, for example, could favour listings with more photos or with value add information such as commute times or local amenities. This contrasts with the traditional model where the level of fees paid typically pushes classifieds higher. Darius believes that users will increasingly seek this kind of consumer friendly experience.
99.co charges agents a basic subscription fee to list their properties. The company has, however, recently launched a new product called 99PRO – a subscription model where agents can unlock additional features like interactive map searches and new data.
challenges
Darius agrees that the competition is tough to crack in Singapore and the region, given the dominant players. Content is king – the number of listings is fundamental to the success of the business. Bridging the gap, and chasing the platforms that have the majority market share, requires innovative offerings. Plus it’s a crowded market. Aside from other startups trying to challenge those established players, print media still retains a surprisingly sizeable chunk of the market.
The nature of 99.co’s subscription model means the company will need to add alternative revenue streams over time.
Finally, talent acquisition in Singapore and building the 99.co team has been difficult given the number of other startups also hiring sought-after developers.
working with kindrik partners
Lee Bagshaw was introduced to Darius by one of 99.co’s investors. Lee has helped the company through each of its financing transactions. Most recently in 2015, Lee, supported by Chris Wilson, advised on the company’s series B transaction led by Sequoia and Saverin.
Darius’ previous view on lawyers had been that they were expensive and it was not always easy to see their value. He describes working with Lee as a breath of fresh air. Whether by email, on the phone, by WhatsApp or even in the passenger seat of Darius’ car, Lee’s advice was always simple to understand, but with real value add.
Darius was impressed with Kindrik Partners’s knowledge of VC financing deals in Southeast Asia. He says Lee and the team were also very fast, generally turning documents around in under 24 hours. Darius believes that, by working for a tech focussed firm, the Kindrik Partners lawyers have a greater connection with startup founders, combined with unique experience. Throughout the negotiations, Darius found that even if the company could not secure the best outcome on all points, Lee and Chris ensured that he understood clearly the implications, so he could quickly move on.
summing up
99.co are operating in an exciting space in Southeast Asia. Real estate tech companies globally have grown rapidly, achieving some astonishing valuations.
Sequoia’s and Saverin’s backing shows that notable investors are looking carefully at this space in Southeast Asia, particularly for platforms that are distinguishable from the others.
Kindrik Partners will be closely watching 99.co continue its growth to become a significant online property player in Southeast Asia.
Explore 99.co.
[Note: The firm’s name was changed to Kindrik Partners in July 2020 and references to the firm’s previous name have been updated.]
Malaysian point of sale (POS) startup StoreHub is on a mission to help businesses execute better, through innovative technology and great design.
Wai Hong Fong, StoreHub CEO and co-founder, recently talked to us about his company and how he has found working with Kindrik Partners on their Series A capital raise.
the storehub story
Wai Hong refers to himself as an accidental entrepreneur. Most of his family are professionals and he says that it was a combination of kind of stumbling into opportunities plus being frustrated with a problem and wanting to solve it, which led him to where he is today.
After completing his BA in arts, media and philosophy at the University of Melbourne, he co-founded and became Managing Director at OZHut a lifestyle online retailer, where he did everything from writing code, web development and design, search engine optimization and even running the packing tables at the warehouse.
After 5 years at OzHut, he moved to China to study Mandarin and met a friend running a small retail store who asked him to look at his POS given Wai Hong’s e-Commerce background. He realised how terrible it was and not only wanted to help his friend fix this but other small to medium businesses that required offline and online sales support.
Wai Hong knew that the iPad POS was taking off in the US but there were no alternatives in Asia. With the belief that it was time for technology to revolutionise the traditional POS industry in Asia, and to help build better businesses, he co-founded StoreHub in 2013, along with current Chief Technology Officer, Congyu Li.
In the first 12 months of development, they bootstrapped the company then received a small investment from an angel investor, as well as a grant from Malaysia’s Cradle Fund. Wai Hong says that this initial funding allowed them to grow their product quickly and we’ve been cashflow positive and profitable since late 2015.
StoreHub is now a cloud-based iPad POS with inventory management, reporting and CRM, accessed via a mobile responsive backend, with over 850 retail stores paying a monthly subscription and customers in Malaysia, Philippines, Thailand and Indonesia.
In addition to the POS product offering, StoreHub supports its product with exceptional customer service based on the business to consumer experience which is not commonly offered by the industry.
In 2016, StoreHub announced a partnership with Malaysia-listed payments giant GHL Systems to deliver a fully integrated mobile point of sale (mPOS) credit card terminal and iPad POS solution. They also secured USD$850k in their Series A capital raising round from 500 Startups, as well as investors in China, Singapore and Malaysia.
Wai Hong says that StoreHub now plans to grow at least another 5 times its current size in the next year, add complementary products to their core offering and also enter new South East Asian markets, such as Thailand and Philippines.
challenges
Wai Hong notes that the biggest challenge for StoreHub is hiring and managing people, especially on a shoestring budget, talent acquisition and management is key.
The POS market is also highly competitive however StoreHub manages to differentiate because of their broad offering and leveraging their customer service focus which is generally seen as an afterthought in the industry. Being product and tech obsessed has also helped them stay ahead of the pack.
working with Kindrik Partners
Wai Hong primarily dealt with lawyers for the angel investment which involved local lawyers but it unfortunately turned out to be a painful and expensive experience.
He was then introduced to Kindrik Partners partner Lee Bagshaw through former Kindrik Partners lawyer, now investment analyst at tech VC Monks Hill, Lucy Luo. Lee supported StoreHub through the Series A capital raising, including drafting all of the documents which is unique for a deal like this, as investors usually provide the first round of documents.
Wai Hong says that it was our first serious cap raise and it was a refreshing experience given the angel investment round, knowing if I had an issue I would be getting sound advice. It made a huge difference that Lee thoroughly understood the South East Asian venture capital landscape, particularly as they had to negotiate with the investors.
Given Lee really understood StoreHub’s business, Wai Hong would work with him again on further corporate governance work like an Employee Share Options Scheme. He has also recommended both Kindrik Partners and Lee to a whole bunch of startups.
He says not only was Lee fast at delivering the work which helped StoreHub maintain their professionalism with investors, but he gets the space, market standards and provides valuable industry insights. Wai Hong thought Lee’s wealth of experience showed specifically when he advised on the all important term sheet, his advice and guidance was spot on.
Wai Hong also thinks that the Kindrik Partners Templates are also pretty cool, providing good information and learning points, and are a good starting point for legal work.
summing up
StoreHub’s growth is a testament to the company’s commitment to building a product and providing outstanding customer service. Kindrik Partners can’t wait to see what Wai Hong and the team have planned for their ambitious next steps.
Explore StoreHub.
[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.]