Sell-Side Acquisition Details

Process | Fee Structure | Engagement Steps | FAQ

Our Process

Serica’s unique market position and cross-border M&A expertise enable us to source and close transactions from top-tier companies across China.

SELL-SIDE ACQUISITIONS

  • 1

    RESEARCH
    Understand the key motives driving your acquisition and how they fit into your global strategy and cross-border innovation goals. Then conduct detailed market research, case referencing. and ecosystem mapping.

  • 2

    PROSPECTING
    Source viable targets, diligently qualify them, and provide a shortlist of the most promising prospects.

  • 3

    STRATEGY
    Develop a comprehensive strategy (with clear actionable steps and resource allocation recommendations) that can be presented to and greenlit by your headquarters.

     

  • 4

    COLLATERAL
    Develop a Chinese pitch deck, confidential information memorandum (CIM), and other materials to create a compelling acquisition opportunity that resonates locally.

     

  • 5

    ENGAGEMENT
    Conduct meetings with key decision-makers (with or on your behalf), qualify the opportunity, and identify the three strongest prospects. Then negotiate letters of intent (LOI) from each for your consideration.

  • 6

    DUE DILIGENCE
    Expertly manage the buyer’s due diligence process by proactively showcasing your company’s strengths and addressing potential fears to minimize their leverage to negotiate better terms.

  • 7

    NEGOTIATIONS
    Finalize the structure and deal terms of the purchase agreement, then coordinate with your and your prospect’s legal counsel to ensure the deal is closed out with minimal delays or setbacks. 

  • 8

    POST-DEAL INTEGRATION (OPTIONAL)
    Internal operational and communication framework, tailored training courses, and monitoring & intervention protocols to enable effective integration between you and your new owner.

Fee Structure

Combining a monthly retainer with a scaled percentage success fee (based on the estimated transaction value) our fee structure is designed to tightly align both our interests towards maximizing the value and success rate of the transaction.

Estimated Transaction
Value (ETV)

Monthly
Retainer

Success
Fee

<$10m $10-20k 5-8%
$10-20m $10-20k 3-5%
$20-50m $20-30k 2-3%
$50-150m $20-30k 1-2%
>$150m >$30k <1%

POST-DEAL INTEGRATION SOLUTION FEES (OPTIONAL)

  • Adhoc Support: Charged on a retainer basis, click here for details.
  • Integration Training: $10,000 per day (conducted with both parties)
  • Monitoring & Intervention: >$10,000 per month (based on an annual contract)
  • Board Governance: Charged at our standard board governance rates, click here for details.

All prices are in USD and exclusive of sales tax.
Serica DOES NOT, under any circumstances, work on a sweat equity or commission only basis.

Engagement Steps

Our engagement process is designed to be highly collaborative to ensure that we find the best solution for your company as efficiently and effectively as possible.

  1. Receive a complimentary initial consultation to discuss your goals for the Chinese market and how Serica can help you achieve them.
  2. Sign a Mutual Non-Disclosure Agreement (MNDA) to protect everyone’s interests. For mutual convenience and security, agreements are sent electronically via DocuSign.
  3. We outline the details (in a simple 10-slide presentation) of our prescribed solution – covering the opportunities, time-frames, the value created, and estimated project fees for your consideration.
  4. Once you achieve consensus on the broad solution, we will have a follow-up meeting to allow you to ask any questions, refine details, and request changes.
  5. Building upon what was previously discussed and agreed upon, we collaborate to develop an ‘Initial Proposal’ covering the precise scope, deliverables, and operation details.
  6. We conduct a ‘Proposal Review Meeting’ where we both have the opportunity to discuss, collaborate, and further refine the proposal.
  7. Based on discussions in the previous meeting, additional details are added to the proposal, alongside Terms & Conditions, transforming the proposal into a legal contract.
  8. We begin working together to achieve your commercial goals and international ambitions.

Frequently Asked Questions

1. What is the average length of a Buy-Side Acquisition project?

Between 6 to 15 months, depending on the scope and scale of the project.

2. Can we pursue multiple acquisitions across different industry verticals?
Yes, we have the capabilities to source and negotiate multiple transactions simultaneously. In most cases, we would advise waiting until the Research & Strategy phase is completed before you commit to such an approach.

3. Can you close transactions with prospective companies we have already identified as viable?
Yes, however, we would insist on conducting basic due diligence before engaging with any of them directly. Additionally, best practice dictates that we source additional prospects after the Research & Strategy phase is complete to maximize the value and success rate of any transaction we facilitate for you.

4. Do you cap your total fees?
Yes, our total fees are capped at 10% of the final transaction value (FTV). Retainers accumulated will be deducted from the success fee of all projects with a final transaction value (FTV) of over $10m.

5. How does the scaled percentage model work?
Before signing the contract, we will have preliminary discussions to agree on an estimated transaction value (ETV), on which our success fees will be based. For example, an ETV of $5M would have a success fee of 5%, and if the selling price matches the ETV, the total commission would be $250k. But if the selling price is $5.5M (10% increase on ETV), then an additional 5% commission on the extra $500k would be applied to bring the total success fee to $275k.

6. Do you have any break fees?
Yes, we typically include break fees of between 1-2% for the rejection of any Bonafide Offer you receive.

7. Are expenses covered?
No, any expenses (such as travel and accommodation) will be borne by you. Our contracts typically state that all expenses must be pre-approved and itemized receipts must be provided before any reimbursements of expenses can be made.

8. Are there any third-party fees we will incur?
Maybe, it depends on the project scope. Common third-party fees include software, legal, and administrative fees that you will incur. Where such third-party fees occur, Serica will endeavor through its network of strategic partners, to keep these costs to a minimum.

9. What are your billing cycles?

Our project fees and retainers are billed quarterly, with the first payment due within ten (10) business days of the contract being entered into. Our success fees are due within ten (10) business days of the acquisition agreement being entered into.

10. What currencies do you accept?
USD, GBP, EUR, and RMB.

11. We are concerned that government authorities may block our transaction. Can you mitigate the risk of this happening?
Yes, we proactively coordinate with different government departments such as the Chinese Ministry of Commerce, the US International Trade Administration, and the UK Department for International Trade in advance of any transaction.

12. What jurisdictions apply to Serica contracts?
Our default jurisdiction is Singapore due to its advanced legal system and efficient (and cost-effective) dispute resolution. We can also accept other well-regarded Common Law jurisdictions such as England and the United States as alternative jurisdictions.

13. Why do you exclusively use digital contracts, proposals, and invoices?

The ability to receive, sign, and pay electronically provides both of us with enhanced security and greater convenience. Learn more.

14. How do you track and report project progress?
We provide you with direct access to our communication hub (Microsoft Teams) and project management software (Monday.com) that enables you to track and review our progress in real-time.

15. What else do you need from us?
Serica takes a highly collaborative approach to every project we undertake. Throughout the project, we expect and need you to dedicate the time, focus, and resources towards achieving the goals we set together.

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