M&A advisory in Bangladesh is the role of an adviser who runs or supports a transaction for one side. On the sell side, the adviser prepares the business for sale, values it, writes the teaser and information memorandum, finds and manages buyers and supports negotiation. On the buy side, the adviser screens targets, values them, coordinates due diligence and helps structure and negotiate the offer.
M&A advisory is about representing one party's interest through a process that most owners go through only once. A founder selling a company built over twenty years, or a group making its first acquisition, faces experienced counterparties, lawyers and bankers. The adviser's job is to bring structure, information and negotiating discipline to that side of the table.
This page explains the adviser's role for sellers and buyers separately, what deliverables to expect and how fees are typically structured. We act as financial and tax adviser and process coordinator. We are not a merchant bank or stockbroker, so where a listed company or a public offer is involved we work alongside BSEC-licensed intermediaries.
On this page
Sell-side M&A advisory
A well-run sale creates competition and reduces surprises. The seller's adviser typically handles the following.
- Readiness review: cleaning up RJSC filings, tax and VAT reconciliations and title documents before buyers see them
- Valuation to set realistic price expectations and a walk-away point
- Anonymous teaser and, after NDA, a detailed information memorandum
- Buyer identification: strategic buyers, financial investors and foreign groups entering Bangladesh
- Managing the data room, management meetings and buyer questions
- Comparing offers on price, structure, conditions and certainty, not just the headline number
Buy-side M&A advisory
- Defining acquisition criteria and screening the market for targets
- Approaching owners discreetly and assessing their willingness to sell
- Valuing the target and recommending an offer range
- Coordinating financial, tax and legal due diligence
- Structuring: shares vs assets, deferred consideration, earn-outs, retentions
- Supporting negotiation of price and key commercial terms with your lawyers
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Choosing an M&A adviser
Ask how the adviser will find counterparties, who will actually do the work, how conflicts of interest are handled, and what the fee covers. An adviser who also acts for the other side, or who is paid only if any deal closes regardless of terms, may not be fully aligned with you. Ask for a written engagement letter that defines scope, exclusivity, fees and confidentiality.
How advisory fees are commonly structured
Fee models vary by deal size and scope and are always agreed in advance. Common elements include a fixed fee for preparation work such as valuation and the information memorandum, and a success fee linked to completion. Buy-side work is often billed on a fixed or time basis for screening and due diligence. We do not quote standard percentages because the right structure depends on the deal.
Mistakes owners make without an adviser
- Talking to one buyer only, so there is no competitive tension
- Sharing sensitive information before an NDA is signed
- Accepting a high headline price full of conditions, deferrals and indemnities
- Letting the deal drag while the business underperforms
- Not considering the seller's tax on the gain until after signing
How the process works
- Engagement and objectivesWe agree your goals, red lines, timetable and the scope of our role in an engagement letter.
- PreparationWe review readiness, prepare the valuation and draft marketing or screening materials.
- Market outreachWe approach buyers or targets confidentially and manage NDAs and early discussions.
- Offers and LOIWe compare proposals and help you negotiate a letter of intent.
- Due diligence and negotiationWe manage the data room or the buy-side checks and support negotiation of final terms.
- Closing supportWe coordinate completion steps with lawyers, banks and RJSC filings.
Typical timeline: A sell-side process typically runs four to nine months from preparation to completion, and buy-side mandates vary with how quickly suitable targets are found; both depend on records, counterparties and approvals.
How Tax & VAT Associates helps
- Sale readiness review with a list of issues to fix before marketing
- Valuation and price expectation analysis
- Teaser and information memorandum drafting
- Buyer or target long-list and confidential outreach
- Offer comparison and negotiation support
- Coordination of due diligence, approvals and closing
Frequently asked questions
Do I need an M&A adviser to sell my company?
It is not legally required. Owners use advisers because they create competition among buyers, prepare information buyers trust and handle negotiation without distracting management. For small transfers between known parties, a valuation and legal support may be enough.
Can you find a foreign buyer for my Bangladeshi company?
We can identify and approach suitable foreign strategic and financial buyers and present your business in an internationally familiar format. We cannot guarantee interest or a sale; outcomes depend on the business, the sector and market conditions.
Are you a licensed merchant bank?
No. We provide financial, valuation, tax and process advisory services. Where a deal involves a listed company, a public offer or other activities that require a BSEC licence, we work alongside the licensed merchant bank or intermediary rather than acting in that capacity.
What is an information memorandum?
It is a detailed document shared with serious buyers under an NDA. It covers the business model, operations, market, management, financial history and forecasts, and the proposed transaction. A clear, honest memorandum shortens due diligence and supports price.
How is buy-side advisory different from due diligence?
Due diligence is one task within buy-side advisory. The adviser also helps choose targets, value them, structure the offer and negotiate. Some buyers handle the strategy themselves and only commission due diligence; others want support from the first screening onward.
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