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Clifford Chance

Clifford Chance

APAC Private M&A Market Practice

A unique analysis of Asia Pacific trends in transaction terms during 2022

Our APAC Market Practice Survey comprised an analysis of 63 private M&A transactions we advised on in 2022. All transactions were led out of our APAC offices and were mostly in respect of APAC target companies, but also involved a range of ex-APAC targets, across a variety of sectors. The sample comprised transactions with private equity sellers, other financial sponsor sellers and corporate sellers.

The results show that, although the market in the APAC region remained relatively seller-friendly, certain buyer-friendly provisions such as completion accounts mechanisms and termination due to material adverse change became more prevalent in 2022. The APAC M&A market is influenced by European and US M&A practices, with the APAC trend sitting between these two market practices in a few areas. However, there are still some features that are typical in this region, especially in the use of fixed price mechanisms.

Asia Pacific themes

Other key themes discussed in the report include:


Natsuko Sugihara comments on the APAC market

"The very popular APAC Market Practice Survey returns for the 10th year! The APAC private M&A market remained strong in 2022, despite considerable headwind in APAC, particularly around Covid-19 pandemic and lockdowns. The results of the 2023 survey show that the market remained seller-friendly, with investors and buyer competing for attractive assets in the market, however that this was tempered by the relative uncertainties which has led to some risk sharing terms and other provisions that are more buyer-friendly. The typical distinctions between terms agreed to by financial sponsor sellers and corporate sellers were also stark in this year's survey, and the Clifford Chance APAC Corporate Team, who are well versed in both types of transactions, were clearly well placed to advise our clients in these, both on the buy-side and the sell-side. As with previous years, we have also had the benefit of the input from our Global Financial Markets and Litigation & Dispute Resolution colleagues, who have analysed the debt documentation in these transactions and dispute resolution mechanisms, respectively. I think this has produced a well-rounded and informative presentation, which we would be delighted to share and discuss with you."

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