Sell-Side Acquisition Details

Process | Fee Structure | Engagement Steps | FAQ

Our Process

Serica’s unique market position and cross-border M&A expertise enable us to source, negotiate, and close transactions from top-tier companies across China.


  • 1

    Understand your goals, analyze your company’s fundamentals, define your search criteria, and develop an actionable strategy for success.

  • 2

    Source viable targets, diligently qualify them and provide a shortlist of the most promising prospects.

  • 3

    Develop a Chinese pitch deck, confidential information memorandum (CIM), and other materials to create a compelling acquisition opportunity.

  • 4

    Conduct meetings with key decision-makers (with or on your behalf), qualify the opportunity and identify three to five high priority targets.

  • 5

    Engage with multiple buyers to create urgency and drive up your valuation. Then negotiate letters of intent (LOI) from each for your consideration.

  • 6

    Expertly manage the buyer’s due diligence process by proactively showcasing your company’s strengths and addressing potential fears to minimize their leverage to negotiate better terms.

  • 7

    Collaborate together to negotiate specific favorable terms and deal mechanics such as pricing terms and considerations, closing conditions and indemnification provisions.

  • 8

    Work alongside your legal counsel to efficiently refine and ratify contracts, swiftly working with all parties to solve any complications that might arise.

Fee Structure

Combining a monthly retainer with a scaled percentage success fee (based on the estimated transaction value) our fee structure is designed to tightly align both our interests towards maximizing the value and success rate of the transaction.

Estimated Transaction
Value (ETV)



<$10m $10-20k 5-8%
$10-20m $10-20k 3-5%
$20-50m $20-30k 2-3%
$50-150m $20-30k 1-2%
>$150m >$30k <1%

Our total fees are capped at 10% of the final transaction value (FTV). Retainers accumulated will be deducted from the success fee of all projects with a final transaction value (FTV) of over $10m. 

Serica does not, under any circumstances, work on a success fee only basis.

Engagement Steps

Our engagement process is designed to be highly collaborative to ensure that we find the best solution for your company as efficiently and effectively as possible.

  1. Receive an initial consultation for free to discuss your goals for the Chinese market and how Serica can help you achieve them.
  2. Sign a ‘Mutual Non-Disclosure Agreement’ to protect everyone’s interests. For mutual convenience and security, we send the agreement electronically (via DocuSign) for e-signature.
  3. We outline (in a ten slide presentation) the basic details of our prescribed solution – covering the key opportunities, time-frames, and value created as well as the estimated project fees for your consideration.
  4. Once you achieve consensus on the broad solution, we will have a follow-up meeting to give you the opportunity to ask questions, refine details, and request changes.
  5. Building upon what was previously discussed and agreed upon, we collaborate to develop an ‘Initial Proposal’ covering the precise scope, deliverables, and operation details.
  6. We conduct a ‘Proposal Review Meeting’ where we both have the opportunity to discuss, collaborate and further refine the proposal.
  7. Based on discussions in the previous meeting, additional details are added to the proposal, alongside ‘Terms & Conditions,’ transforming the proposal into a legal contract.
  8. We begin working together to achieve your commercial goals and international ambitions.

Frequently Asked Questions

1. What is the average length of a Sell-Side Acquisition project?

Between 6 to 15 months, depending on the scope and scale of the project.

2. Do you cap your total fees?
Yes. Our total fees are capped at 10% of the final transaction value (FTV).

3. Are retainers incurred offset against the success fee?
Yes. Retainers will be deducted from the success fee provided that the final transaction fee is over $10m.

4. How does the scaled percentage model work?
Before signing the contract, we will have preliminary discussions to agree on an estimated transaction value (ETV), on which our success fees will be based. For example, an ETV of $5M would have a success fee of 5%, and if the selling price matches the ETV, the total commission would be $250k. But if the selling price is $5.5M (10% increase on ETV), then an additional 5% commission on the extra $500k would be applied to bring the total success fee to $275k.

5. Do you have any break fees?
Yes, we typically include break fees of between 1-2% for the rejection of any ‘bonafide offer’ you receive.

6. Can you close transactions with prospective buyers we have already qualified?
Yes, however, we would insist on conducting basic due diligence before engaging with any of them directly. Additionally, best practice dictates that we source additional prospects after the research and strategy phase is complete to maximize the value and success rate of any transaction we facilitate for you.

7. How will you safeguard our information?
We use a Virtual Data Room (VDR) platform called DealRoom and Intralinks to share critical business information and data with external parties safely.

8. We are concerned that government authorities may block the sale. Can you mitigate the risk of this happening?
Yes. 1) We do not work on projects with ‘clear and direct’ dual-use technologies or any overly politicized sectors (such as telecommunications); the sectors we work in are not typically subject to restrictive policies or laws. 2) We communicate and cooperate with different government departments directly – such as the Chinese Ministry of Commerce, the US International Trade Administration, and the UK Department for International Trade – to stay apprised of changes and, where barriers are applicable, gain practical support to overcome them.

9. What are your billing cycles?

Our retainers are billed quarterly, with the first payment due within ten (10) business days of the contract being signed. Our success fees are paid in full at closing (subject to any portions being retained and pending satisfaction of holdback amounts for adjustments and indemnities). 

10. Are expenses covered?
No. However, the contract we sign states that all expenses must be pre-agreed in advance and that receipts must be provided before any reimbursement is paid.

11. Are there any third-party fees we will incur?
Yes. At a minimum, there will likely be legal, banking, and government fees that you will incur. Serica will endeavor, through its network of strategic partners, to keep these costs to a minimum.

12. What currencies do you accept?

13. What jurisdictions apply to Serica contracts?
Our default jurisdiction is Singapore due to its advanced legal system and efficient (and cost-effective) dispute resolution. We can accept other well-regarded Common Law jurisdictions such as England and the United States as alternative jurisdictions.

14. Can we sign a Non-Disclosure Agreement before our consultation?

Yes, as long as it is a Mutual Non-Disclosure Agreement (MNDA) with Singapore, England, or the United States as the jurisdiction and is signed electronically. View Serica’s MNDA by clicking HERE.

15. Why do you exclusively use digital contracts, proposals, and invoices?

The ability to receive, sign, and pay electronically provides both of us with enhanced security and greater convenience. Learn more.

16. Can you help organize visas, travel arrangements, and source interpreters?
Yes. We can sponsor your visa, help you find hotels, and connect you with reliable (and cost-effective) interpreters.

17. How do you track and report project progress?
We provide you with direct access to our project management software that enables you to track and review our progress in real-time.

18. What else do you need from us?
Serica takes a highly collaborative approach to every project we undertake. Throughout the project, we expect and need you to dedicate the time, focus, and resources towards achieving the goals we set together.

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