Corporate (M&A)

Exercise 4

Acquisition, Merger & Joint Venture

Time Limit: 60 minutes


Facts:

SingTech Solutions (STS) is a Singapore-listed AI software company specializing in financial services automation. Their flagship product automates KYC/AML processes for banks. Annual revenue: USD 200M, market cap: USD 1.2B.

STS is exploring expansion into the Greater China market where two opportunities have emerged:

Opportunity 1:
DragonTech (DT) - A profitable Chinese fintech company with:

  • Strong domestic banking relationships

  • Required PRC licenses

  • 60% market share in Tier 2/3 cities

  • Valued at USD 800M

  • Currently 51% owned by Chinese state-owned enterprise

  • Heavy regulatory oversight

  • Limited international presence

Opportunity 2:
HK Innovation (HKI) - A Hong Kong-based startup with:

  • Cutting-edge blockchain technology

  • Young but talented technical team

  • No profit yet but growing revenue

  • USD 50M in VC funding

  • Key patents pending

  • Some overlap with STS's technology

  • Limited market penetration

  • Burn rate of USD 2M monthly

Question:

What transaction structure would you recommend for each opportunity? Justify your answer considering:

  • Regulatory constraints

  • Commercial objectives

  • Risk management

  • Cultural factors

  • Financial implications