GLOBAL OVERVIEW OF

THE YEAR IN M&A

19 November 2014

Omleen Ajimal

GLOBAL M&A IN 2014:

THE BIG PICTURE

RETURN OF THE JUMBO DEAL

Highlights of the year (1)

Return of “big-ticket” M&A

Based on data sourced from Experian

MarketIQ as at 12 November 2014

Highlights of the year (2)

The trickle-down effect

Based on data sourced from Experian

MarketIQ as at 12 November 2014

Highlights of the year (3)

Average deal size:

• US$251m in Q3 2014

• …the highest since

US$309m in Q2 2007

Sourced from a MergerMarket Report:

Monthly M&A Insider, October 2014

Highlights of the year (4)

The US “Corporate Inversion”

Based on source data gathered

from Bloomberg to October 2014

Where in the world…?

Which sectors…?

KEY CORPORATE & COMMERCIAL

ISSUES AFFECTING M&A ACTIVITY

IN 2014

Financing

The buyer and seller

• Who are they?

• Corporates

• Private equity funds

• Family businesses/family offices

• Regional considerations on cross-

border deals

Valuation and pricing issues

Management concerns

• Due Diligence

• Risk management

• Cost optimisation

• Corporate Governance

Intellectual Property

• Who owns what?

• Valuing IP

• Protecting IP in cross-border M&A

• The strategic role of IP in cross-border M&A

Corporate structuring

• Types of corporate structures:

• Takeovers

• Schemes of Arrangement

• Continental European-style mergers

• Inversions and spinversions

• Partnerships and Joint-Ventures

• Regulatory considerations

• Tax considerations

KEY TAX AND STRUCTURING

ISSUES AFFECTING M&A ACTIVITY

IN 2014

Cross-border tax structuring

• Reducing the global tax bill

• Traps and pitfalls

• Regional approaches to tax:

• “Source” v “Residence” taxation

• “Worldwide” v “Territorial” taxation

Cross-border tax compliance

• The Foreign Account Tax

Compliance Act!

• Base Erosion and Profit Shifting!

Omleen Ajimal

Director of International Tax

Squire Patton Boggs

omleen.ajimal@squirepattonboggs.com