Mergers & Acquisitions in Malaysia

If you are buying

The seller has lived with the business for years and you have had it for weeks. Financial due diligence is how you close that gap before your money is committed.

We examine quality of earnings — which profits are recurring and which are one-off, how much depends on a single customer, and what the owner's remuneration and personal expenses are really doing to the reported figure. We check working capital, because a business handed over with the receivables collected and the payables stretched needs cash from you on day one. We look for undisclosed liabilities: unpaid statutory contributions, tax exposures, staff entitlements, warranty and lease obligations.

The output is a report on what we found, what it means for the price, and which items belong in the sale agreement as warranties or indemnities rather than as a price adjustment.

If you are selling

Most SME sales achieve less than they should for a predictable reason: the business is put on the market before it is ready, and every issue a buyer uncovers becomes a discount.

Preparation work means getting the accounts into a state a buyer's adviser can rely on, normalising earnings so the true profitability is visible rather than buried in owner expenses, resolving related-party balances and informal arrangements, and dealing with the housekeeping — unsigned resolutions, outstanding filings, assets on the books that are not in the building.

Knowing your own number first matters too. A valuation before you go to market means you negotiate from a position rather than reacting to the buyer's opening offer.

Structuring the deal

Whether a transaction is a share sale or an asset sale changes who bears the history, and it changes the tax outcome for both sides — often substantially, and usually in opposite directions.

• A share sale transfers the company whole: the buyer inherits its history, including tax and liabilities they did not create. That risk is priced, and it is why buyers push for warranties.
• An asset sale lets a buyer take the trade and leave the history behind, but it can trigger balancing charges on assets, has different SST treatment, and may require contracts and licences to be renovated rather than simply carried over.
• Deferred consideration and earn-outs bridge a gap in price expectations, but they need a defined measurement basis, or you will be arguing about the calculation a year later.

These decisions are much cheaper to get right before heads of terms are signed than to unwind afterwards. Bring us in early — the structuring conversation is where most of the value in this service sits.

Completion and afterwards

We prepare or review completion accounts and the working capital adjustment, verify that the final payment matches the agreed mechanism, and support your lawyer on the financial schedules to the sale and purchase agreement.

After completion, someone has to merge two sets of books, align accounting policies, and produce numbers the new owner can actually manage with. That work usually falls to whoever is least busy, which is how integration goes wrong. We can carry it as part of your ongoing bookkeeping.

Cross-border deals

We see a steady flow of Singapore buyers, and Singapore-owned groups restructuring their Malaysian operations. We handle the Malaysian side of those transactions — tax residency, withholding tax on cross-border payments, related-party pricing documentation, and the statutory filings that follow a change of ownership — and coordinate with advisers across the Causeway rather than duplicating their work.

We act on the financial and accounting side of a transaction. Legal drafting, regulatory approvals and licensing are for your lawyer; we work alongside them and will tell you plainly when something needs legal input rather than ours.