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Transforming Business Acquisitions into Success Stories

Acquisition & Merger

BluTrust simplifies business acquisitions with expert insights, thorough due diligence, financial forecasting, and strategic negotiations, ensuring profitable and informed decisions.

Mergers and Acquisitions in Singapore: A 2025 Market Overview

Singapore remains a leading hub for mergers and acquisitions in Southeast Asia. Strong laws, a stable tax regime, and open markets support both domestic and cross-border deals. After a strong 2024, the 2025 market shows steady activity with shifts across sectors and deal sizes.

Quick actions

  • Deal readiness check: Request BluTrust’s 1-page checklist to prepare your company for buyer due diligence.
  • Scoping call: Book a 20-minute call with BluTrust to map your optimal deal path (share vs asset).
  • Regulatory review: Ask BluTrust for a red-flag review of ACRA, IRAS, licensing, and consent requirements.

Market Performance and Deal Activity

  • 2024 posted robust growth, with total deal value rising more than 40% to about USD 82 billion. Sixteen deals exceeded USD 1 billion.
  • Early 2025 shows mixed signals. Deal value for the first five months was about USD 27.35 billion, down 7% year on year. Volumes fell, but mid-sized strategic transactions (USD 1–5 billion) rose in both count and value.
  • Cross-border deals remain over half of activity. Inbound interest stayed strong on the back of Singapore’s role as a regional headquarters base.

Market briefing
Need a sector-specific view? Ask BluTrust for a briefing on valuations, active buyers, and recent deal terms in your industry.

Regulatory Framework and Legal Structure

Key sources of law and rules include:

  • Companies Act 1967 (corporate mechanics, schemes, amalgamations).
  • Securities and Futures Act 2001 (public takeovers).
  • Singapore Code on Take-overs and Mergers (the “Code”), administered by the Securities Industry Council (SIC).
  • Significant Investments Review Act (SIRA) for control acquisitions in designated entities.

For public companies, the Code sets mandatory general offer triggers (for example, at 30% voting rights). The SIC continues to refine rules to protect fair and orderly processes.

Rule-of-thumb review
Unsure which regime applies? Share your cap table and business profile with BluTrust. We will outline the likely approvals, thresholds, and timing on one page.

Transaction Structures and Due Diligence

Share acquisition

  • Buyer acquires the company’s shares.
  • Business continuity is smooth; contracts and licences usually stay in place.
  • Buyer assumes historical liabilities.

Asset acquisition

  • Buyer picks specific assets and liabilities.
  • Useful when the buyer wants to avoid legacy issues.
  • Requires individual transfers and third-party consents.

Due diligence scope (seller-ready pack)

  • Corporate: constitution, resolutions, share issuances, options, registers (members, controllers, nominee directors/shareholders).
  • Regulatory: licences, ACRA compliance, data protection.
  • Financial and tax: audited accounts, XBRL, GST, ECI, Form C-S/C filings, withholding tax, transfer pricing.
  • Contracts: customers, suppliers, IP, real estate, banking, change-of-control clauses.
  • People: employment terms, variable pay, non-competes, CPF.
  • Disputes and insurance.

Data room setup
Engage BluTrust to assemble a clean, indexed data room and a seller disclosure bundle to speed up buyer reviews and protect value.

Tax Incentives and Stamp Duty

Mergers & Acquisitions (M&A) scheme (extended to 31 Dec 2030)

  • M&A allowance: 25% of up to SGD 40 million in qualifying acquisitions per year, written down over five years.
  • Transaction cost deduction: 200% on qualifying costs, capped at SGD 100,000 per year of assessment.
  • Designed for Singapore companies making strategic acquisitions.

Stamp duty on share transfers

  • 2% on consideration or net asset value, whichever is higher.
  • Prior stamp duty reliefs tied to the M&A scheme have lapsed.

Section 13W enhancements

  • Permanent treatment removes sunset risk and extends coverage to more instruments (including certain preference shares), giving clearer capital gains outcomes where conditions are met.

Tax structuring memo
Ask BluTrust for a concise tax memo covering M&A scheme eligibility, 13W positioning, and stamp duty planning for your deal.

Sector Focus and Investment Trends (2025)

  • Industrials lead by value, supported by logistics and infrastructure plays.
  • Real estate holds a strong share, with portfolio trades and platform deals.
  • High-technology gains from AI, data centres, and software platforms.
  • Healthcare continues to draw strategic and financial buyers.
  • Private equity remains active with ample dry powder; private credit funds support financing and secondary processes.

Buyer mapping
Share your sector and EBITDA range with BluTrust to receive a short list of active strategic and financial buyers in the region.

Approvals, Consents, and Closing Mechanics

Typical requirements:

  • Corporate approvals: board and shareholder resolutions under the Companies Act and constitution.
  • Third-party consents: banks, landlords, franchisors, key customers with consent or change-of-control clauses.
  • Regulatory: sector licences, data protection, foreign ownership thresholds, SIRA (if applicable).

Closing checklist highlights:

  • Signed SPA and ancillary documents (assignments, novation, IP transfers).
  • Funds flow and completion deliverables.
  • Registers updated and filings made (ACRA, stamp duty).
  • Director changes, bank mandates, and access to systems.
  • Handover of statutory records, seals (if any), tokens, and passwords.

Practical Timelines

  • Indicative phase: 2–4 weeks — NDA, teaser, info pack, early Q&A.
  • Term sheet: 2–3 weeks — price, structure, exclusivity, conditions.
  • Due diligence: 4–8 weeks — legal, financial, tax, technical.
  • Documentation and approvals: 4–6 weeks — SPA, board/shareholder, consents.
  • Completion and handover: 1–2 weeks — filings, funds flow, operational transfer.

Actual timing varies with consents, regulatory reviews, and data room quality.

Timeline calibration
Share your draft term sheet with BluTrust and we will help you calibrate a realistic timeline and critical path.

Common Value Levers for Sellers

  • Quality of earnings: normalise one-offs; document revenue recognition and key accounting policies.
  • Contract hygiene: fix missing renewals, assignability, and pricing schedules.
  • IP chain-of-title: confirm ownership and registrations.
  • Working capital: set clear targets and peg to historical seasonality.
  • Retention: plan incentives for key staff to reduce execution risk.
  • Compliance: clear late filings and penalties before buyer review.

Vendor due diligence (VDD)
Commission BluTrust to run a short VDD to pre-empt buyer issues and support a smoother negotiation.

Future Outlook and Challenges

Opportunities:

  • Long-dated tax incentives support strategic acquisitions through 2030.
  • Digital infrastructure, sustainability, and healthcare align with regional demand.
  • Cross-border activity remains strong from Japan, the US, and within ASEAN.

Challenges:

  • Rate paths, geopolitics, and trade policy can affect pricing and financing.
  • Fewer mega-deals so far in 2025 point to a focus on mid-market transactions.
  • Regulatory scrutiny has increased for national-interest and critical-infrastructure assets.

 Scenario planning
Engage BluTrust to pressure-test two or three deal cases (base, upside, downside) so you can move fast when windows open.

How BluTrust Pte. Ltd. can help

  • Deal readiness: data room, registers, disclosures, and compliance clean-up.
  • Structuring: share vs asset; tax and stamp duty planning; earn-out and retention design.
  • Execution: SPA support, approvals, filings, closing checklists, and post-completion tasks.
  • Governance: ACRA filings, statutory registers, and board/shareholder documentation.
  • Cross-border: coordination with foreign counsel and advisors across ASEAN and beyond.

Get started

  • Email your objectives and target timeline to BluTrust for a same-day scoping note.
  • Request the M&A checklist to assess your deal readiness in under an hour.
  • Book a 20-minute call to discuss structure, taxes, and next steps.

 

Capital Allowances

Deductions for the decline in value of depreciating assets are available under the Uniform capital allowance (UCA) system. In addition to the rules for depreciating assets, deductions are allowed for certain other capital expenditure.

Small business entities have the option of choosing simplified depreciation rules. Under these rules, small business entities can claim an immediate deduction if the cost is below the relevant threshold or else add the asset to the small business depreciation pool.

Land, trading stock and most intangible assets (excluding exceptions such as intellectual property and in-house software) are not depreciating assets.

The decline in value is generally calculated by spreading the cost of the asset over its effective life, using one of two methods:

Prime cost method – decline in value each year is calculated as a percentage of the initial cost of the asset
Diminishing value method – decline in value each year is calculated as a percentage of the opening depreciated value of the asset
MORE: Australian Taxation Office (ATO) Decline in value calculator.

For most depreciating assets, taxpayers can either self-assess the effective life, or use estimates published by the ATO. Taxpayers can recalculate, either up or down, the effective life of an asset if the circumstances of use change and the effective life initially chosen is no longer accurate. An improvement to an asset that increases its cost by 10% or more in a year may result in an obligation to recalculate the effective life of the asset.

Decline in value of cars is restricted to the car limit. From 1 July 2022, the luxury car tax threshold for luxury cars is $64,741 (it was $60,733 for the year commencing 1 July 2021). Luxury car leases are treated as a notional sale and purchase, with decline in value restricted to the car limit.

The decline in value of certain depreciating assets with a cost or opening adjustable value of less than $1,000 can be calculated through a low-value pool. The decline in value for depreciating assets in the pool is calculated at an annual diminishing value rate of 37.5%.

Changes for 2022 and 2023

From 12 March 2020 until 31 December 2020, the asset cost threshold for the instant asset write-off (which is usually only available to small business entities) has increased from $30,000 to $150,000 and the eligibility criteria expended to cover entities with an aggregated turnover threshold of less than $500 million (up from $50 million).

Further, from 12 March 2020 until 30 June 2021 the Backing business investment measure applied to businesses with aggregated turnover below $500 million and provides either:

A deduction of 50% of the cost or opening adjustable value of an eligible asset on installation (existing depreciation rules apply to the balance of the asset's cost), or
For businesses using a small business depreciation pool, a deduction of 57.5% of the cost of the asset in the first year, with the balance added the asset to the small business pool
In addition, from 6 October 2020 to 30 June 2023, full expensing applies to allow eligible businesses with an aggregated turnover of less than $5 billion to deduct the full cost of new eligible depreciating assets. For businesses with aggregated turnover of less than $50 million, full expensing also applies to eligible second-hand assets.

Activity Statement

Businesses use activity statements to report and pay a number of tax obligations, including GST, pay as you go (PAYG) instalments, PAYG withholding and fringe benefits tax. Non-business taxpayers who need to pay quarterly PAYG instalments also use activity statements.

Activity statements are personalised to each taxpayer to support reporting against identified obligations.

Activity statements for businesses may be due either quarterly or monthly. Generally, businesses can lodge and pay quarterly if annual turnover is less than $20 million, and total annual PAYG withholding is $25,000 or less. Businesses that exceed one or both of those thresholds will have at least some monthly obligations. Non-business taxpayers are generally required to lodge and pay quarterly.

Taxpayers with small obligations may be able to lodge and pay annually. Some taxpayers may receive an instalment notice for GST and/or PAYG instalments, instead of an activity statement.

The Australian Taxation Office (ATO) web site provides instructions on lodging and paying activity statements. Detailed instructions are provided for each of the different tax obligations:

GST (Goods and Services Tax)
PAYG (Pay As You Go) Instalments
PAYG (Pay As You Go) Withholding
FBT (Fringe Benefit Tax)
LCT (Luxury Car Tax)
WET (Wine Equalisation Tax)
Fuel Tax Credits