Mergers & Acquisitions

Cyprus has become an increasingly attractive jurisdiction for M&A transactions, thanks to its investor-friendly legal system, competitive tax regime, and strong professional services infrastructure. At Vonturm, we assist buyers, sellers, and intermediaries throughout the entire mergers and acquisitions process in Cyprus, providing a fully integrated advisory approach that combines legal due diligence, tax structuring, regulatory support, and post-deal implementation.

Whether your transaction is local, regional, or cross-border, our M&A team ensures strategic precision, compliance, and confidentiality.

Legal Due Diligence and Target Analysis

Understanding the legal and financial risks of a target entity is essential before any acquisition or merger. Our team conducts detailed legal and regulatory due diligence, tailored to the nature of the business and its sector.

We review:

• Corporate documents, shareholding history, and director registers

• Contracts, intellectual property rights, and employee agreements

• Litigation risks, regulatory breaches, and compliance status

• Licensing obligations and permits

• Financial records in coordination with auditors and tax consultants

• UBO structures and potential sanctions/AML exposure

Our due diligence reports are structured, evidence-based, and designed to support negotiation, financing, or board decisions.

Transaction Structuring and SPA Negotiation

We assist clients in choosing the most suitable transaction structure—share purchase, asset deal, merger by absorption, or cross-border acquisition—taking into account tax, legal, and operational considerations.

Our transaction services include:

• Drafting and negotiation of the Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA)

• Preparation of related documentation: non-disclosure agreements, term sheets, letters of intent

• Regulatory filings with the Registrar of Companies or Competition Protection Commission

• Advice on warranties, indemnities, earn-outs, and escrow mechanisms

• Coordination with financial institutions, advisors, and notaries

• Legal opinions to support closing and post-acquisition integration

We focus on mitigating risk, protecting our client’s position, and maintaining deal momentum.

Tax Planning and Group Restructuring

Tax efficiency is often central to an M&A transaction. Our tax lawyers and accountants provide custom tax structuring strategies, aligned with Cypriot legislation and international standards.

Our services include:

• Analysis of tax impact on capital gains, withholding tax, and stamp duty

• Group reorganization and step-plan development

• Application of participation exemption and reorganization reliefs

• Advising on exit taxation and substance compliance

• Post-acquisition group integration planning

• Review of transfer pricing, DAC6 and BEPS exposure

We ensure full alignment with Cyprus Income Tax Law, Special Contribution for Defence Law, and relevant EU directives.

Regulatory Approvals and Sector-Specific Compliance

Certain M&A transactions in Cyprus may require regulatory approval, especially in regulated sectors such as banking, insurance, investment services (MiFID), and telecoms.

We assist in:

• Filing merger notifications under the Control of Concentrations Between Undertakings Law

• Submitting change-of-ownership notifications to CySEC or the Central Bank

• Advising on licensing conditions, capital requirements, and suitability of directors

• Preparing documentation for AML compliance and fit & proper assessments

• Coordinating with local and EU regulators, where applicable

Our familiarity with sector-specific procedures allows us to pre-empt delays and reduce regulatory friction.

Post-Deal Integration and Corporate Changes

Successful M&A transactions require careful follow-up. We support clients in the post-acquisition phase, focusing on:

• Updating corporate registers and Registrar filings

• Amending constitutional documents and board composition

• Staff transfer and contract novation

• Cross-border restructuring and intercompany service alignment

• Liquidation of redundant entities and transfer of licenses/assets

We ensure that the transaction translates into effective control, clean compliance, and long-term operational alignment.