Whether you or your business is looking to acquire an asset/business or sell one, there are many factors to consider. Valuation of the asset is critical and you will want to do your due diligence to ensure you are paying or receiving a fair price for the asset in question. You will also want to consider the business strategy and implementation process to ensure a smooth transition. Don’t forget about the tax implications as every transaction will trigger tax consequences, and you will want to have a tax optimal strategy.
You can use a discounted cash flow method to arrive at an initial valuation as a starting point. At the end of the day, no matter what the valuation is determined for the company or asset, the fair value is always going to be the purchase price that the buyer is willing to pay, and the price that seller is willing to accept. All business transactions are completed on good faith, and negotiating a fair value for the business or asset in question is part of the process to complete the deal.
Having a transaction advisory to help you with the financial statement due diligence and business valuation is an important step before closing the transaction.
Having a clear plan which projects expected future cash flows from the new asset is critical. You will want to have a strategy in place to utilize the new asset, for example if you purchase new equipment, you will to assess the return on investment, payback period on the investment, and create projections the impact on net earnings for the business in the short term and long term.
When you are selling capital assets, divisions of companies, or a business itself you want to have an exit strategy. An important question is whether you will be re-investing in other ventures or aspects of your business.
You will want to correctly assessing the tax implications of the transaction.
For example, when a company is acquired by another company, a deemed year end is triggered for the acquired company as of the date of the acquisition. This may result in a short taxation year end in which a tax return will need to be prepared.
Furthermore, you will want to assess the tax impact of buying shares of a business vs. the assets. In summary see below for some of the pros and cons of each:
-Usually favoured by the buyer since the acquirer doesn’t have to assume any liabilities of the business.
-Excess to the favourable tax deductions through CCA (capital cost allowances), at a higher value than otherwise would be possible if shares were acquired.
- Since this is an advantage to the buyer, usually negotiations lead to a higher closing cost if the shares were purchased.
-The seller will largely benefit here since they will want to utilize the lifetime capital gains exemption if not already. The seller can also employ other various tax optimal strategies when selling shares.
-Furthermore, if the company to be acquired has loss carry forwards they are strategies to utilize these losses to offset profits for the purchasing corporation.
The tax savings will be significant for the seller.
-On the buyer’s side they will have to assume all liabilities.
-The seller will usually have to sell at a discount vs. selling just the shares of the business since the advantages are in favour to the seller for a share sale.
Business acquisition can result in some complex issues from
accounting, tax and legal side. For more information on how MP Group can assist
with mergers and acquisitions please contact a MP GROUP expert below.