Mergers and Acquisitions 

Companies planning either mergers or acquisitions face many hurdles. How should such M&As be planned, structured and executed? What is the most suitable corporate vehicle? How can non-core components of the merged business be divested? All these and many more questions must be answered by companies preparing an M&A transaction. Combine all of these with the likelihood of cross border elements and it becomes clear that high quality, authoritative advice is not only desirable, but essential.

Ramona Jurubita

Ramona Jurubita

Partner, Head of Tax & Legal

+40 (372) 377 800

Niculae Done

Niculae Done

Senior Tax Partner

+40 (372) 377 800

How Can KPMG Help Your Business?
KPMG's Mergers & Acquisitions practice consists of a network of experienced M&A tax professionals positioned to help companies engaging in both domestic and cross border M&A transactions. Our services include: acquisition tax planning; joint venture tax planning; post merger integration; and disposition tax planning.

We offer a range of M&A tax services to corporate and private equity investors covering the main phases of domestic and cross-border transactions. Our services include:

  • tax due diligence
  • structuring an acquisition or disposition
  • tax modeling
  • vendor assistance
  • post-deal integration.

Why tax-efficient mergers and acquisitions matter
Companies with global ambitions cannot afford to ignore the opportunities for profitable growth offered by mergers, acquisitions and disposals. But if these transactions are to create real value, it is important that the tax implications of each deal are dealt with from the outset. This is especially important in cross-border deals, where differing regulations and business cultures need to be reconciled in order to reveal the risks and opportunities of a transaction.

Similarly, private equity seeking to increase return on investment cannot afford to ignore tax. Recent trends show that M&A transactions have become more international and deal volumes have increased tremendously. Highly-leveraged transactions allow for big ticket deals, in particular within the private equity market.

Understanding how a deal is done

In a highly professional and competitive deal environment, many transactions are organized as structured auctions. Only the strongest bidder will win. When strategic investors compete with private equity for the few attractive targets offered, understanding how a deal is done becomes crucially significant. To assess the real value of a transaction you need to understand the historical tax risks associated with an enterprise for sale. To win an auction, you also need to evaluate and quantify upside potential. In many cases, tax can make a difference.

Getting the timing right

Running an M&A process means coordinating many different work-streams within a very strict timeline. In the auction processes, there is little flexibility surrounding bid deadlines. Deadlines are short to keep management attention to an acceptable minimum. Valuable time can be lost just trying to organize your deal team. Tax due diligence, international acquisition structuring and modeling tax in the acquisition target's business forecast should be addressed immediately.

How we can help your business

KPMG's M&A Tax practice can help companies avoid many of the pitfalls related to these processes and seize opportunities. Working closely with our Transaction Services group, M&A Tax provides:

  • national and multi-jurisdictional tax due diligence for acquirers and vendors, identifying what the tax exposure is on a deal and how it may be mitigated - with clear focus on risk assessment
  • advice on the tax consequences of individual acquisitions, joint ventures and divestments in order to help design tax-efficient deal structures
  • assistance in forecasting post-deal tax liabilities in business models
  • post-transaction integration tax advice, which helps our member firms' clients reconcile their own tax positions and those of the acquired business.

We can also assist with tax advice for companies which are downsizing to meet the new needs of the current economic environment. Whether through restructuring, divestment, shut-down or liquidation, we advise on the tax impact of downsizing.

Why choose KPMG?

With a strong focus on transactions with a private equity background, KPMG’s professionals are commercially minded and experienced in handling deals. They know how to identify and advise on the material tax exposures in a transaction and to develop deal structures that appropriately address the tax implications. Working on transactions day-by-day, they are process-driven and understand the mechanics of acquisitions and disposals in a competitive environment.

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Mergers and acquisitions case study

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A case study demonstrating how the Global Mergers & Acquisitions Tax practice assists in seizing new opportunities in the debt crisis such as tax structuring of an LBO debt buyback following a leveraged buyout.