• 19Jan

    NEWLY PUBLISHED: Modification of company law procedure for mergers and demergers

    by:
    Events, News, Publications, Service offerings No Comments

    The Belgian Official Gazette of 18 January 2012 includes the publication of the Act of 8 January 2012 modifying the Companies Code pursuant to Directive 2009/109/EG regarding reporting and documentation requirements in case of mergers and demergers (the “Act”). This Act modifies the procedure applicable for merger and demergers.

    Intervention independent expert

    Until now, the following reports of an independent expert (i.e. the company’s statutory auditor or an external auditor or accountant) were required:

    •  For mergers: a report on the merger proposal (the “merger report”), but this merger report could be waived by unanimous decision of the shareholders. Based upon unclear drafting of the law, there was however some discussion in legal practice as to whether in case of such waiver, it was required to provide for a report on the capital increase by contribution in kind at the level of the acquiring company (the “contribution report”)
    •  For demergers: a report on the demerger proposal (the “demerger report”), which could be waived by unanimous decision of the shareholders and a report regarding the capital increase by contribution in kind in the receiving companies (the “contribution report”), which could not be waived.

    The requirements for both mergers and demergers have now been aligned and clarified.

    For both mergers and demergers:

    • The (de)merger reports can be waived by unanimous decision of the shareholders.
    • In case of such a waiver, a contribution report at the level of the acquiring company / receiving companies will be required.

    In other words: the intervention of an independent expert will be required both for mergers and for demergers, either to draft a (de)merger report on the (de)merger proposal or to draft a contribution report on the contribution in kind.

    It is to be noted that the foregoing does not apply to simplified mergers (between a parent company and its 100% subsidiary). There, the situation remains unchanged: no expert’s report at all is required.

    Other important changes

    Besides the above, other important changes are made to the company law procedure applicable for mergers and demergers, such as:

    • if all shareholders agree, the special report of the board of directors on the merger can be waived;
    • if all shareholders agree, no intermediary statement of assets and liabilities is required anymore;
    • if all shareholders agree, the intermediary information duty (in case of important changes to the assets and liabilities of the companies involved between the date of the (de)merger proposal and the extraordinary general shareholders meeting) can be waived;
    • an extract of the (de)merger proposal must be published in the Belgian Official Gazette (instead of a mere notification) or a hyperlink to the website of the company where the full text can be found.

    Entry into force

    The new procedure applies for all (de)mergers for which the (de)merger proposal is filed after 28 January 2012.

    For more information, please contact:

    Karin Winters                                              
    Partner                                                               
    + 32 2 710 74 04               
    karin.winters@pwc.be  

    Bart Vanstaen
    Legal Counsel
    + 32 2 710 43 10
    bart.vanstaen@pwc.be
           

     

    Tags: , , , ,

  • 18Dec

    How does Di Rupo’s Christmas gift affect the M&A environment?

    by:
    News No Comments

    It took some time, but we finally made it: a new government has been appointed so our country is no longer like a ship adrift. 

    A new government means new rules and regulations; especially now Europe forces us to take a critical look at our expenses and asks us to economise as much as possible. What do these new measures (of Di Rupo’s note) mean for you from a tax perspective, especially in an M&A environment? 

    For the last update, please join us on 17 January for our special M&A Academy session in which we will bring you fully up to speed on this hot topic.

    Register now!

    Topics that will be covered

    • More stringent anti-abuse measures: substance over form
    • Financing acquisitions
      • New thin capitalisation rules
      • The new Notional Interest Deduction regime
    • Taxation of capital gains on shares
    • Changes in the tax treatment of stock options
    • Movable withholding taxes on investment income
    • Changes in the taxation of company pension plans
    • Taxation of company cars
    • Management companies and management participations 

    Register now!

     

  • 03Nov

    The Netherlands in search for € 18 billion through limitation of interest deductibility on acquisition debt

    by:
    News No Comments

    Introduction

    29.983.000.000 EUR (5,2% of GDP), that is the number on which the Dutch government’s deficit landed in 2010.[1] In order to seal this gap, the Dutch government recently announced a plan containing a variety of structural measures to save up to € 18 billion between 2012 and 2015.[2]

    Specific for the M&A field, one topic catches the attention: the restriction on the deductibility of interest on acquisition debt in a fiscal unity as from 1 January 2012.

    What does it mean?

    Under the current legislation, it is common practice that following an acquisition the leveraged acquiring company (holding) enters into a fiscal unity with the former Target, mostly an operational entity. The fiscal unity provides that income and cost from both companies can be offset against each other. Doing so, the tax base of this Dutch operational Target erodes due to a ‘debt push down’.

    The new law wants to discourage such constructions. It imposes that the interest cost relating to the acquisition debt can only be offset against the taxable income of the acquiring (holding) company to the extent it does not exceed the taxable profit of this acquiring (holding) company. It will no longer be possible to offset the interest expenses of the acquisition debt against taxable profits of the acquired company. Hence, due to this exception on the Dutch fiscal unity a ‘debt push down’ will no longer be realised.

     The amount that is not deductible is the lower of (i) the excess interest expense minus 1m EUR or (ii) the result of the formula: total acquisition interest expenses * (excess debt / total acquisition debt). The amount that could not been offset in a given year can be carried forward.

    Exceptions

    The interest cost of the acquisition debt remains deductible when the debt/equity ratio of the fiscal unity does not exceeds 2:1 or, as mentioned above, when the interest cost of the acquisition debt is less than 1million EUR.

    Conclusion

    In order to safeguard the tax deductibility of interest on acquisition debt, proper debt structuring is (and remains) key.

    P.S. Other measures

    It should be pointed out that the Dutch Budget 2012 also includes proposals in respect of (i) the Dutch tax exemption on non-Dutch permanent establishments, (ii) substantial interest rules (ii) and dividend withholding tax relating to Dutch Cooperatives.

    Further information can be found on: http://www.pwc.nl/nl/prinsjesdag/index.jhtml

    Tags: , , , , , , , , ,

  • 24Oct

    M&A Academy: One single European entity: a dream or reality for your company?

    by:
    News No Comments

    Corporate simplification can make M&A more effective by streamlining processes and re-aligning legal structures to operating business models. In this context and in view of the trend of globalisation, many international groups are currently tending towards the “one single European legal entity” concept as an ultimate means of achieving their goal.

    At this session, our experts told us why certain structures should be streamlined and how it should be done. They shared their experience on how to successfully attain a simplified structure from a legal, tax and operational angle.

    Download the presentation: M&A Academy_October_Corporate simplification

  • 17Oct

    Emerging opportunities: Financial Services M&A in Asia 2011

    by:
    News No Comments

    Globally, financial services are undergoing unprecedented change.  At the same time, the eastward shift of economic power gives Asian financial services markets stronger growth potential than that of any other region.  As a result M&A is becoming an ever more important strategic tool for financial institutions in Asia.

    Report key findings:

    • Economic and demographic factors will drive strong growth in Asian financial services
    • Domestic M&A looks set to remain the key driver of Asian financial services transactions
    • Cross-border M&A in Asian financial services is expected to accelerate.  Bidders from more mature markets such as Australia, Japan, Korea and Singapore are being joined by European and American rivals.
    • Capital restrictions are seen as the leading obstacle to M&A in the region, while talent management is seen as by far the greatest challenge for post-deal integration
    • Despite regulatory and governmental activity, Asian financial services M&A is predicted to grow through 2011 and into 2012

     For more details, please check: http://www.pwc.com/gx/en/mergers-acquisitions-industry-trends/survey/index.jhtml

    Download the full report: FS M&A Asia 2011 

     

    Tags: , , , ,

  • 03Oct

    PwC Belgium Supports Fung Brands’ to Buy Delvaux

    by:
    News No Comments

     The acquisition of Delvaux, the world’s oldest luxury leather company (based in Belgium), by Chinese investment group Fung Brands is now completed. The fund from Hong Kong’s wealthy Fung family has bought the majority of Delvaux’s shares, to facilitate the luxury brand’s international expansion. The Schwennicke family, being the owner of Delvaux since the early thirties, remains a 20% stake in the company. 

    The transaction is the result of a year long searching for a good partner to give the company an international boost, after the financial results for 2009 had been quite negative and 2010 saw more reduced sales figures. The first steps on the right path were already made under the old management, as Christian Salez became the newly appointed CEO, Belgian fashion designer Véronique Branquinho the new artistic director and modernisation and internationalisation the new keywords.

    Founded in 1829 by Charles Delvaux, the leather company is one year older than Belgium itself. It had stayed in the Delvaux family’s hands for 104 years, but in 1933 all shares were sold to the Schwennicke family. Almost 200 years after its creation, Delvaux leaves Belgian hands for the first time.

    By contrast, the Chinese company is only a few months old, but burning with ambition: the luxury oriented private equity group already bought a participation in French shoe producer Robert Clergerie and is led by Jean-Marc Loubier, ex-Louis Vuitton.

    The financial, operational, tax and HR due diligence was performed by PwC Belgium. PwC also assisted in business plan modelling, as well as in the assessment of the underlying real estate values by our real estate valuation team.

    For more information, please contact Lieven Adams or Jan Muyldermans.

     

    Tags: ,

  • 12May

    M&A Academy – Succesful debt refinancing strategies

    by:
    News No Comments

    After a period of declining volumes and profits and the subsequent release of working capital, many companies will need to finance early growth with existing or new financing facilities in the coming months and years.
    However, financial institutions continue to be severe in granting credit facilities, especially in turbulent industries where they already have (too) high exposure.

    Furthermore, the leveraged buy-outs from the period 2006 to 2008 will face additional challenges to refinance current debt positions which will expire in the years to come as the underlying basis of the business plans has fundamentally changed.

    During this M&A Academy session, our Benelux restructuring leaders, Michael De Roover and Philippe Fimmers gave insights in the different options of debt and equity solutions from various perspectives.

    Read more – M&A Academy_Successful debt refinancing strategies_10 May 2011

  • 06Apr

    Renewables Deals: 2010 analysis and 2011 foresight

    by:
    News 1 Comment
    A look at global M&A activity in the renewable power and energy efficiency sectors. 

    Some of the key findings: 

    1. More deals, but with smaller values
    2. Solar deal value vs. wind deal value: solar is gatching up on wind and they both have now just under a third share of all renewables deals
    3. Utilities companies are no longer the biggest buyers of renewables assets
    4. Chinese renewables companies are looking at major expansion with a series of IPOs on the Hong Kong stock exchange

    Read the report: Renewables deals 

    Tags: , ,

  • 23Mar

    M&A Academy – What does cleantech really mean for investors?

    by:
    News No Comments

    Capital investments in clean energy and clean technology have been growing steadily over the past years and are expected to do so in the foreseeable future. We see a new trend where financial investors set up dedicated funds investing in, amongst others, renewable energies such as solar and wind.

    Find out more on the views of  Steven De Tollenaere, CEO of Enfinity Group. M&A Academy_Enfinity

    Tags: , , , , ,

  • 27Jan

    M&A Academy: Working Capital Optimisation

    by:
    News No Comments

    In the acquisition of a business, working capital can be a significant element of the overall purchase price.
    However, often even sophisticated buyers do not spend the appropriate time assessing the working capital optimisation potential.
    This, despite the fact that depending on the business sector, working capital can tie up a significant level of cash. Once operational efficiencies have been achieved, the cash released can be used to reduce the financing risk.

    Download the presentation Presentation_M&A Academy_January 2011_Working capital optimisation

« Previous Entries   

Recent Posts

Recent Comments