Tech M&A advisory in Australia and APAC.

A US or Canadian software acquirer typically values an Australian target on what the product will earn inside its own distribution, not on what it earns in Australia today. That is why the highest bid for a good Australian SaaS business very often comes from offshore. Australian engineering talent and a time zone that covers overnight support for US customers add to the case.

The flip side is scrutiny. North American buyers expect US GAAP-comparable revenue recognition, clean cohort data, audited or reviewed accounts, and a data room that answers the questions their own board will ask. We prepare that before the first buyer sees the business.

Australian resident individuals who have held their shares for at least 12 months can generally halve the taxable gain with the 50% CGT discount. Smaller businesses may qualify for the small business CGT concessions, including the 15-year exemption, the 50% active asset reduction, the retirement exemption with its $500,000 lifetime limit, and rollover, if they pass the $6 million net asset value test or the $2 million aggregated turnover test.

Consideration paid in a foreign buyer's shares needs particular care. Scrip-for-scrip rollover relief has strict conditions, and a US-style earnout paid years after completion can be taxed differently from cash at closing. We involve tax advisers when the structure is chosen, not after the heads of terms are signed.

Most North American buyers will need to consider the Foreign Investment Review Board. Approval is generally required when a foreign person acquires a substantial interest in an Australian business above the indexed monetary threshold, and a national security business can require approval at any value. Tech targets holding government contracts, critical infrastructure or large volumes of personal data are the most likely to be conditioned. Planning the application early, and agreeing who bears the timing risk, keeps the deal on schedule.

From 1 January 2026, Australia replaced its voluntary merger clearance system with a mandatory and suspensory regime: acquisitions above the monetary thresholds must be notified to the ACCC and cannot complete until they are cleared. Most small and mid-market tech deals will fall below the thresholds, but larger combinations and serial acquirers need to check them, because notification now drives the signing-to-completion timetable.

Friendly acquisitions of ASX-listed tech companies are usually implemented through a scheme of arrangement, which needs court approval and the support of 75% of votes cast and a majority by number of shareholders voting. Hostile or competitive situations use a Chapter 6 takeover bid.

For private companies, an ASX listing and a trade sale are often run as competing options. A credible dual track can lift the trade sale price, but only if the IPO path is real. We help boards test both on the numbers.

We also advise New Zealand companies and Australian acquirers buying into South East Asia, where holding structures and local ownership rules shape the deal. See our Singapore and South East Asia (opens in a new tab) page and the emerging markets (opens in a new tab) practice.