Mergers and acquisitions

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Overview

Whether you are making an acquisition, disposing of a business or planning for IPO, tax risks need to be managed and net cash flows optimised. Engagement at an early stage can add significant value to every transaction, whether by minimising transaction tax costs, managing long term sustainable tax rates and cash flows, and ultimately planning ahead for a tax efficient exit. We are Ireland’s largest dedicated M&A tax team and can work with you to achieve the optimal tax solution for your business model. Our team was ranked as the best M&A tax team in Ireland in the Global Tax Monitor Q4 2013 and were involved in 7 of the top 10 M&A deals of 2013. We have one of the largest networks of M&A tax specialists in the world with more than 700 deals experienced tax professionals across the globe. Therefore, whatever M&A experience you need, we have the right people with the right skills available to help you.

Potential issues

  • You are making an acquisition and wish to ensure that tax risks have been identified and appropriately addressed, either by way of a reduction in purchase consideration, through the completion pricing mechanism within the SPA, or through tax warranties and tax indemnities.
  • You need advice on the most efficient acquisition structure and require implementation support in order to reduce the ongoing tax burdens undertaken by the acquirer and target.
  • You want to seamlessly integrate the target into your business model post deal and maximise tax opportunities or wish to complete a post-acquisition reorganisation.
  • You would like to reflect tax attributes such as losses, interest deductions or tax depreciation in your acquisition financial model and consider how these will unwind.
  • You want to structure management incentives from a tax and legal manner so that they deliver key goals: retention, motivation, reward and alignment of management targets.
  • You are acquiring a loan portfolio and wish to minimise avoidable tax leakage and ensure efficient profit extraction.

How can we help?

We can offer you experienced deal structuring and financing advice at all points throughout the deal cycle and, aside from our tax specialists, our transactions services, corporate finance and legal specialists can support you in all aspects of your transaction, working as a deals team. Our deep experience, strong international network and commercial focus allow us to add real financial value to transactions.

We can help you by:

  • Assessing and managing acquisition/merger risk
  • Carrying out pre-acquisition or pre-sale due diligence
  • Structuring acquisitions to optimise net cash flows
  • Ensuring that optimal tax solutions are implemented post deal
  • Preparing businesses for disposal
  • Ensuring tax efficient structuring for loan portfolio acquisition, holding and workout
  • Designing a tax efficient plan for the new management team which seeks to align their goals with the wider business strategy.

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Contact us

Ronan MacNioclais
Partner, PwC Ireland (Republic of)
Tel: +353 1 792 6006
Email

Terry O'Driscoll
Partner, PwC Ireland (Republic of)
Tel: +353 1 792 8617
Email

Paraic Burke
Partner, PwC Ireland (Republic of)
Tel: +353 1 792 8655
Email

John Murphy
Partner, PwC Ireland (Republic of)
Tel: +353 1 792 6439
Email

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