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Getting The Deal Through

Healthcare M&A

Published: September 2019

Singapore


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  • 1.

    Structures
    What is the typical structure of a healthcare-related business combination in your jurisdiction?

  • 2.

    Timeline
    How long do healthcare business combinations usually take, and what factors tend to be most significant in determining the timing to completion?

  • 3.

    Representations and warranties
    What are the typical representations and warranties made by a seller in healthcare business combinations? What areas would be covered in more detail compared with a more general business combination?

  • 4.

    Due diligence
    Describe the legal due diligence required in healthcare business combinations. What specialists are typically involved? What searches would typically be carried out?

  • 5.

    Risk exposure
    If due diligence is not correctly undertaken, what specific healthcare risks might buyers inherit?

  • 6.

    Specific diligence issues
    How do buyers typically approach specific material diligence issues in healthcare business combinations?

  • 7.

    Conditions before completion
    What types of pre-closing conditions are most common in healthcare business combinations?

  • 8.

    Pre-closing covenants
    What sector-specific covenants are usually included to cover the period between agreement and completion in healthcare business combinations?

  • 9.

    W&I insurance
    What specific provisions are commonly seen in warranty and indemnity insurance policies for healthcare business combinations compared with general business combinations?

  • 10.

    Specific documentation
    Is there any sector-specific documentation typically used in healthcare business combinations? Does this differ depending on the structure of the transaction?

  • 11.

    Post-completion undertakings
    Which post-completion undertakings are common in healthcare business combinations? Which undertakings are common?

  • 12.

    Laws and regulations
    What are some of the primary laws and regulations governing or implicated in healthcare-related business combinations? Are healthcare assets subject to specific regulation that would be material in a typical transaction? Is law and regulation of healthcare national or subnational?

  • 13.

    Consents, notification and filings
    What regulatory and third-party consents, notifications and filings are typically required for a healthcare business combination?

  • 14.

    Ownership restrictions
    Are there any restrictions on the types of entities or individuals that can wholly or partly own healthcare businesses in your jurisdiction?

  • 15.

    Directors
    Are there any restrictions on who can be director of healthcare businesses in your jurisdiction?

  • 16.

    Operating outside the home jurisdiction
    What domestic regulatory issues might arise for a company based in your jurisdiction operating healthcare businesses in other jurisdictions?

  • 17.

    Cross-border acquirers
    What domestic regulatory issues arise when the acquirers of healthcare businesses are based outside the jurisdiction?

  • 18.

    Competition and merger control
    What specific competition or merger control issues may arise in healthcare business combinations?

  • 19.

    State and private healthcare combinations
    Are there any differences for healthcare business combinations if the transaction relates solely to businesses servicing private clients rather than state-funded clients?

  • 20.

    Financing
    How do buyers typically finance healthcare-related business combinations?

  • 21.

    Security
    Describe the typical security structures in healthcare business combinations, including confirmation of any registration or notary fees in respect of the security documents.

  • 22.

    Financial assistance
    Are there any financial assistance rules that arise in healthcare business combinations?

  • 23.

    Price and consideration
    What pricing and consideration structures are typical in healthcare business combinations?

  • 24.

    Enterprise value
    How are healthcare-related businesses typically valued?

  • 25.

    Typical issues in combinations
    What are some of the typical tax issues in healthcare business combinations and to what extent do these typically drive structuring considerations? Are there certain considerations that stem from the tax status of a target?

  • 26.

    Tax risks for healthcare businesses
    What are the typical tax risks that are associated with healthcare businesses? What measures are normally taken to mitigate those typical tax risks in healthcare business combinations?

  • 27.

    Public relations
    How do the parties address the wider public relations issues in healthcare business combinations?

  • 28.

    Policy
    How do parties address the wider political issues in healthcare business combinations?

  • Updates and trends

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RHTLaw Taylor Wessing LLP prides itself as a law firm that delivers international capabilities, locally. Clients of RHTLaw Taylor Wessing can expect intelligent and innovative legal and business solutions from a team that is attuned to the nuances of working in Asia, with the added perspective and expertise of an international firm.

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