Under the terms of the Agreement, BGLC, at its sole discretion, may issue and sell registered shares of its common stock to ARC over the commitment period of 36 months. In consideration for ARC’s commitment, BGLC issued 175,000 shares of common stock as a one-time fee, priced at the closing price on Nov 26, 2025 – $4.32. ARC is prohibited from owning more than 9.99% of BGLC’s outstanding shares at any time and is restricted from short-selling or hedging the Company’s securities. The Company will file a registration statement to register the resale of shares issued under the Facility, and no shares may be sold prior to registration.

The Facility complements BGLC’s previously announced $20 million At-The-Market program, enhancing the Company’s financial flexibility while preserving strategic control over the timing and scale of capital deployment.

“This commitment from ARC strengthens our capital position at a pivotal time for BGLC,” said Sam Tan, Chief Executive Officer of BioNexus Gene Lab Corp. “Following our recently executed exclusive licensing agreement for the VitaGuard MRD platform in Southeast Asia, and with the ongoing transformation of our business into a CDMO capable of supporting high-value bioprocessing and manufacturing, we are building a diversified biotechnology platform with multiple growth pathways.”

“Importantly, this Facility is entirely at our discretion and is intended to support milestone-driven initiatives rather than routine financing,” Tan added. “We intend to draw from this resource selectively and responsibly as we advance our diagnostics, CDMO, and therapeutic commercialization programs.”

Please refer to the Company’s Form 8-K filed on December 2, 2025 regarding this transaction for more pertinent details concerning the Facility.

Advancing Precision Oncology in Southeast Asia

On November 28, 2025, BGLC executed a definitive licensing agreement with Fidelion Diagnostics Pte. Ltd. to commercialize the VitaGuard™ MRD assay, a next-generation liquid biopsy platform for early cancer detection, recurrence monitoring, and precision-treatment decision making. The ARC Facility enhances BGLC’s ability to support clinical adoption, regulatory pathways, and infrastructure development necessary to bring MRD testing to broader populations across Malaysia, Singapore, Indonesia, and Thailand.

Supporting BGLC’s CDMO Transformation

BGLC continues to expand its business to include contract development and manufacturing organization services, enabling the Company to participate in biologics production, assay manufacturing, and high-performance diagnostic supply chains. The Facility strengthens BGLC’s ability to invest in quality-systems upgrades, manufacturing capacity, technical capabilities, and strategic partnerships aligned with global CDMO standards.

Advancing Therapeutic Opportunities

The Company also continues to progress the strategic partnership initiative with BirchBioMed Inc., the subject of a recently announced non-binding term sheet, including regional regulatory planning for FS2, a topical therapeutic candidate targeting fibrosis, hypertrophic scarring, and skin regeneration. The Facility provides capital optionality to support clinical, regulatory, and commercial preparations as the term sheet potentially moves into a definitive partnership. For more information, visit www.birchbiomed.com.

About BioNexus Gene Lab Corp.

BioNexus Gene Lab Corp. (Nasdaq: BGLC) is an emerging provider of precision medical diagnostics solutions, expanding into contract development and manufacturing services. Through its subsidiaries, the Company is expanding its capabilities in oncology diagnostics, biologics development, specialty manufacturing, and integrated laboratory services across Southeast Asia. BioNexus Gene Lab Corp. is headquartered in Kuala Lumpur, Malaysia.

For more information, visit www.bionexusgenelab.com.

About ARC Group International Ltd.

ARC Group is a global investment bank, asset manager and management consultancy firm established in 2015. The firm specializes in capital markets, mergers & acquisitions, strategic advisory, and asset management, supporting clients through complex cross-border transactions and offering tailored financing solutions. ARC Group operates across twelve countries and three continents, providing expertise in sectors ranging from technology and digital assets to consumer goods and advanced industries. For more information, visit www.arc-group.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s growth strategy, expansion plans, expected use of proceeds, commercialization of the VitaGuard MRD platform, development of CDMO capabilities, therapeutic initiatives, and the anticipated benefits of the Equity Purchase Agreement and ATM program. Forward-looking statements are based on current expectations, estimates, forecasts, and projections and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the statements. These risks and uncertainties are described in the Company’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to update any forward-looking statements except as required by law.

For media inquiries, please contact:

Anna Sahlberg Carlsson
Marketing Manager
anna.sahlberg@arc-group.com

The post BioNexus Gene Lab Corp. (Nasdaq: BGLC) Secures $500 Million Equity Facility From ARC Group International to Support Expansion of Precision Diagnostics, CDMO Operations, and Therapeutic Commercialization first appeared on ARC Group.

Early planning, accounting readiness, and audit currency create the foundation for a clean listing process, but the real execution test starts once drafting begins. Mid stage delays often emerge when coordination becomes more complex and multiple workstreams must move in parallel. The next set of pitfalls focuses on issues that surface during this phase, from misalignment with service providers to gaps in governance and management preparedness. Addressing these risks with discipline is essential to maintaining momentum and protecting the listing timeline.

4. Misalignment When Choosing Service Providers

Service providers are central to a successful listing. Legal counsel, auditors, the financial advisor, tax specialists, and other firms must operate in sync for the transaction to move cleanly. Because every workstream is interconnected, misalignment between the issuer and its providers is one of the most common causes of execution friction.

The issue is rarely pure capability. It is often a mismatch between the issuer’s needs and the provider’s experience navigating U.S. public-company requirements. When service providers are unfamiliar with SEC expectations or exchange procedures, responses to comments take longer, disclosure updates require more iterations, and routine issues become time sinks. These inefficiencies extend the schedule and create avoidable uncertainty.

Execution Lesson:

Issuers should select service providers whose expertise, communication style, and transaction experience align with the specific demands of a U.S. listing. While high-quality advisors may require a greater upfront investment, their ability to anticipate issues, coordinate efficiently across workstreams, and resolve regulatory questions quickly often results in meaningful time and cost savings over the course of the transaction. Choosing experienced providers reduces the risk of rework, prevents avoidable delays, and ensures a smoother and more predictable execution process.

Strong issuers select service providers whose expertise and working style fit the demands of a U.S. listing. Although more experienced advisors may require a higher upfront investment, they anticipate issues earlier and coordinate more efficiently across workstreams. This reduces rework, prevents avoidable delays, and delivers a smoother and more predictable execution process.

5. Selecting an Inefficient Domicile or Jurisdiction

Corporate domicile is more than a legal formality. It influences the level of regulatory scrutiny, the speed of legal opinions, and the familiarity of the structure to investors and exchanges.

For U.S. issuers, Delaware remains the preferred jurisdiction due to its predictable corporate law and extensive case precedent. For FPIs, offshore holding structures such as the Cayman Islands or British Virgin Islands offer tax neutrality, simplified governance, and smoother recognition among global investors.

Selecting a jurisdiction unfamiliar to regulators or counsel can complicate reviews, delay legal opinions, and trigger additional disclosure requirements.

Execution Lesson:

Strong issuers finalize jurisdiction early in the structuring stage with both onshore and offshore counsel. Any re-domiciliation after filing introduces additional disclosure obligations and shareholder approvals, which almost always result in timing setbacks. The right jurisdiction removes friction; the wrong one guarantees it.

6. Incomplete Corporate Housekeeping

Many listing delays stem from avoidable administrative inconsistencies uncovered during legal or financial due diligence. These typically include misaligned share registers, missing board resolutions, incomplete capitalization tables, or share issuances not properly authorized or documented.

These issues rarely reflect on the quality of the business, but they materially affect execution because counsel cannot certify completeness. Exchanges may withhold approval until all discrepancies are resolved.

Execution Lesson:

Before preparing the registration statement, strong issuers run a governance scrub before drafting begins. This internal review verifies that historical share issuances, option grants, and shareholder approvals are properly authorized and supported by executed records.

Ensuring that board resolutions and shareholder consents are aligned across all subsidiaries and holding entities will significantly streamline the due diligence and regulatory review process, minimizing last-minute legal complications.

7. Management Not Ready for Public Company Demands

Many issuers underestimate the step-change from running a private company to operating a listed one. Public companies face higher expectations for disclosure, financial discipline, internal controls, and investor communication. Management teams without prior public-company experience often find this shift challenging when preparation starts too late.

The investor roadshow is where this gap becomes most visible. Management must articulate strategy, defend financials, and respond confidently to institutional investor questions. Weak preparation undermines credibility, slows book-building, and reduces pricing power.

Execution Lesson:

Strong issuers prioritize management readiness early. They train management on public-company responsibilities, prepare them for investor engagement, and bring in directors with public-company experience in the same sector. A prepared management team strengthens credibility and supports a smoother roadshow and listing.

Author:

WK Khor

Analyst

 

The post Small Operational Mistakes that Delay Big Listings: Part 2 first appeared on ARC Group.

Hosted by Teal Asia, the event brought together partners, healthcare advocates, and supporters to raise awareness of cervical cancer prevention and to spotlight efforts across Malaysia to empower women through accessible HPV screening and community care.

During the evening, attendees witnessed Malaysia joining the world in illuminating landmarks in teal, the international colour for cervical cancer elimination, symbolizing unity, hope, and collective action.

A key highlight of the initiative was the recognition of Selina Yeop Junior, a strategic partner to ARC Group  and cervical cancer survivor who was nominated by the Gates Foundation for her advocacy work. Her efforts have helped mobilize support for awareness, screening access, and early detection across the region.

The event also supported the ROSE Foundation, a non-profit organization dedicated to eliminating cervical cancer in Malaysia through HPV self-sampling and impactful community outreach.

ARC Group was honoured to stand alongside organizations driving positive social impact, reinforcing our commitment to supporting meaningful causes and community health initiatives across the region.

About ARC Group

ARC Group is a global investment banking and advisory firm providing M&A advisory, capital markets, and strategic financial solutions to businesses worldwide. With a strong presence across Asia, Europe, and the United States, ARC Group has built a robust track record in cross border M&A, supporting emerging growth companies, mid-market leaders, and multinational corporates in navigating complex transactions and unlocking long term value.

For more information or any questions, please contact:

Anna Sahlberg Carlsson
Marketing Manager
anna.sahlberg@arc-group.com

The post ARC Group Supports the “Lighting the Way to Cervical Cancer Elimination” Initiative at Kuala Lumpur Charity Event first appeared on ARC Group.

In capital markets, success is built on discipline, not luck. Markets will reward a strong story and healthy demand but only if the execution workstreams run clean. In practice, deals rarely slip because of valuation or investor appetite. They slip because of operational errors that appear small in isolation and become material when timelines compress.

A U.S. listing, whether through a traditional IPO, reverse takeover or de-SPAC transaction, requires precise coordination among management, auditors, legal counsel, the financial advisor, underwriters, and regulatory authorities. Each party operates on a tightly coordinated timeline. Even minor administrative oversights, such as an outdated audit report, incomplete shareholder register, or unsubmitted exchange form, can disrupt the entire process and lead to costly rescheduling.

The following sections highlight several recurring operational pitfalls that have delayed listings and outlines practical measures to mitigate them.

1. Insufficient Planning and Readiness

A common yet underestimated cause of delay in public listings is insufficient early-stage planning. Many issuers underestimate the time required to upgrade internal infrastructure, governance frameworks, and reporting discipline expected in a public company.

Comprehensive preparation extends far beyond financial performance. Strong issuers build a readiness calendar months before filing. They align management responsibilities early, run financial tie-outs ahead of schedule, and treat disclosure preparation as part of strategic planning, not a compliance chore. Listings that start with operational discipline finish within their intended window.

Execution Lesson:

Strong issuers begin the listing readiness process well before formal filings. This involves setting realistic internal timelines, identifying potential bottlenecks across workstreams, and ensuring early coordination among management, auditors, counsel, and the financial advisor. A proactive and front-loaded discipline not only prevents operational delays but also allows the company to approach the market with stronger governance, clearer disclosures, and greater investor confidence.

2. Inadequate Accounting Framework Preparation

A recurring cause of delay, especially for foreign private issuers, is failing to convert financial records into U.S.-accepted accounting frameworks early in the process. Many foreign companies maintain books under home-country standards that the SEC does not recognize. Domestic issuers must report under U.S. GAAP, and qualified FPIs may use IFRS as issued by the IASB. Any issuer outside these frameworks must convert, restate, and reconcile multi-year financials before filing.

When this conversion starts late, it becomes a critical-path bottleneck. Restating historical numbers, revising accounting policies, and producing GAAP- or IFRS-compliant disclosures consume significant time and resources. A slow conversion delays drafting, stalls the audit, and pushes the entire listing schedule back.

Execution Lesson:

Companies should begin the accounting-standards conversion process early and ensure that internal teams or external advisors are adequately prepared. Proper planning reduces the risk of downstream delays and allows the issuer to progress through SEC review with greater efficiency and accuracy.

3. Failure to Maintain Audit Currency

Audit staleness is one of the fastest ways to lose a listing window. The SEC and U.S. exchanges impose strict requirements on the recency of financial statements. For domestic issuers, audited financials included in a registration statement must generally not be older than 134 days from the balance-sheet date. For foreign private issuers (FPIs), audited financial statements must generally not be older than 12 months at the time the registration statement becomes effective^[1]. If more than nine months have passed since the fiscal year end, unaudited interim financial statements must also be included^[2].

When issuers fail to anticipate extended SEC comment periods, audits can become “stale,” necessitating a full refresh or reissuance of financial statements. This typically requires additional audit procedures, updated consents, and amended filings, each adding weeks to the schedule and incremental costs.

Execution Lesson:

Strong issuers establish an internal audit refresh calendar early on that aligns with the anticipated SEC comment timeline. This calendar is usually developed jointly with auditors to identify potential audit-update windows in advance. Additionally, draft versions of updated financials are encouraged early on in the event an audit refresh becomes necessary, so that it can be executed quickly without disrupting the broader transaction schedule.

Author:

WK Khor

Analyst

 

References:

[1] ARC Group (2025): Implications of Being a Foreign Private Issuer – ARC Group

[2] SEC (2011): gov | Financial Reporting Manual

The post Small Operational Mistakes that Delay Big Listings: Part 1 first appeared on ARC Group.

Mid-market companies generally exhibit proven commercial viability, credible revenue traction, and early organisational depth. Their product-market fit is established, customer pipelines are identifiable, and profitability is often consistent enough to support structured growth. However, they also tend to retain strong founder influence with incomplete institutionalisation. Many companies in this range have management teams that are capable but still dependent on the founder’s strategic direction, and reporting frameworks that lack the rigour of larger firms. This combination creates significant opportunities for investors seeking scalable assets, but it also introduces complexities around diligence and post-transaction integration.

What differentiates mid-market deals from small-cap transactions is the level of sophistication required. While small-cap acquisitions often resemble asset purchases or simple owner-operator handovers, mid-market deals require structured valuation approaches and careful attention to leadership continuity. Conversely, mid-market transactions also diverge from large-cap M&A, where audited financials, well-established governance structures, and experienced management teams allow for a smoother transaction. In the mid-market, data quality varies, the founder’s role is central, and cultural alignment often matters as much as financial return. As a result, deal structuring becomes the primary tool through which incentives are aligned and long-term value is protected.

Common Pitfalls & Misalignments

Both founders and investors frequently encounter misalignments arising from differing priorities. Founders often focus on the headline valuation and the psychological impact of the number, whereas investors concentrate on the quality and sustainability of the underlying cash flows. This distinction explains why earn-outs, rollover equity, and other unique structures are used more commonly in the mid-market than in either small-cap or large-cap transactions. Founders may underestimate the documentation required to support financial claims and the depth of operational scrutiny. Investors, meanwhile, may underestimate how much of the business’s performance depends on the founder’s presence, unique relationships, or informal decision-making processes. These structural frictions explain why well-intentioned mid-market deals often stall or collapse despite strong initial interest on both sides.

Preparing for M&A

1. Establishing the Transaction Framework

Preparing for a transaction begins long before aa investor is identified. Founders first need clarity on the type of deal they intend to pursue, including whether the transaction will take the form of a share sale or an asset sale, how much equity will be made available, and whether minority shareholders will participate. These decisions influence everything that follows, from regulatory requirements to tax treatment and the scope of diligence an investor will perform. A share sale transfers the entire corporate entity, along with its history and obligations, whereas an asset sale allows an investor to acquire selected components. Understanding which structure is appropriate – and ensuring alignment among shareholders early – helps avoid friction once negotiations begin.

2. Pricing Approach and Valuation Expectations

Establishing realistic pricing expectations is another essential early step. Mid-market investors typically anchor valuation on EBITDA and revenue multiples through cash-flow analysis, adjusting for factors such as working-capital requirements, customer concentration, and capital expenditure needs. Founders who understand how these adjustments work are better prepared to frame their financial story, support their valuation expectations, and avoid misunderstandings that can derail the process.

3. Institutional Readiness and Operational Preparation

Operational and institutional readiness remains one of the most important determinants of deal success. For founders, institutionalisation is the most reliable driver of improved valuation and smoother execution. This includes elevating financial reporting beyond basic bookkeeping, adopting accrual-based accounting, separating personal and corporate expenses, and presenting a clean reconciliation of historical EBITDA with adjustments for extraordinary or non-recurring items. It also requires documenting organisational processes, clarifying the responsibilities of senior leaders, and reducing over-dependence on the founder for technical, commercial, or operational decisions. Implementing basic management information systems or establishing consistent monthly reporting routines can materially increase investor confidence and shorten diligence timelines.

4. Materials and Information Preparation

Before engaging advisors or speaking with investors, founders should ensure that the company’s core information is accurate, complete, and easy to access. The most important starting point is clean financials: consistent monthly statements, clear revenue and margin breakdowns, transparent cost structures, and a simple explanation of the key drivers behind performance. Investors place significant weight on the quality of financial reporting, and organised, reliable numbers reduce early concerns. Founders should also prepare the operational and commercial information investors routinely request, such as major customer and supplier summaries, key contracts, product or service descriptions, HR and payroll basics, tax filings, and any relevant licences or compliance documents. These materials form much of what will later appear on an Information Request List (IRL), and preparing them early helps avoid delays or last-minute gaps during diligence. Finally, founders should be ready to explain the business clearly: how it makes money, what drives growth, and where opportunities lie. A simple, evidence-based narrative, supported by data already tracked internally -helps establish credibility and makes the formal sale process smoother once advisors become involved.

5. Communicating Exit Rationale and Investor Fit

Founders should reflect honestly and be able to clearly explain why they are considering a transaction, as this reasoning ultimately shapes how the company will be positioned once the process begins. Whether the motivation is succession, partial liquidity, bringing in a strategic partner, or accelerating growth, having a consistent and credible rationale helps ensure the story resonates with potential investors. Founders should also think through what type of investor is the best fit – such as a global strategic, a regional industry player, or a financial sponsor – since different investor groups bring different capabilities, investment horizons, and expectations. Clarifying these points early helps guide the eventual outreach strategy and ensures that the process aligns with the founder’s long-term objectives.

6. Shareholder Alignment

Internal alignment among shareholders is essential before entering the market, as differing expectations are one of the most common reasons mid-market deals stall. Founders should ensure shareholders agree on whether to sell, how much equity to make available, and the terms they are prepared to accept, including valuation expectations and their willingness to roll over equity. At the same time, shareholders should also align on the overall process design: whether the sale will be conducted through a competitive auction or a bilateral negotiation, the timing and structure of management presentations, and what a realistic timeline to signing looks like. Agreeing on these elements early prevents disagreements from emerging during critical stages such as exclusivity and provides the financial advisor with a clear mandate. A unified internal position not only signals stability to investors but also strengthens the founder’s negotiating posture once the process is live.

7. Cross-Border Planning

Where international investors or multi-jurisdiction operations are involved, founders should work closely with their financial advisor and legal counsel to understand whether the transaction will trigger foreign-investment filings, sector-specific approvals, foreign-shareholding limitations, or antitrust reviews. These regulatory considerations can materially affect deal structure and timing and identifying them early with the guidance of advisors ensures they are incorporated into the process plan rather than becoming last-minute obstacles.

Deal Structures & Case Examples

Deal structuring is where the interests of founders and investors converge or diverge most acutely. Several structural tools are commonly used in mid-market transactions to balance risk and reward.

1. Earn-Out

One of the most frequently used mid-market mechanisms is the earn-out. In essence, an earn-out links a portion of the seller’s proceeds to the company’s subsequent performance, allowing the investors to guard against optimistic projections while giving the founder a path to realise a valuation that reflects long-term potential rather than solely historical results. Because performance thresholds often rely on EBITDA or margin expansion, earn-outs can be effective in situations where the business appears poised for growth but lacks the track record to justify a full cash payment upfront. They do, however, require the founder to remain engaged post-closing and introduce sensitivity to how the business is managed under new ownership. A recent example is Entravision’s 2021 acquisition of MediaDonuts, a Southeast Asian digital marketing business that was growing quickly but showed uneven year-to-year results. To balance the founder’s confidence in future performance with the investor’s concerns about volatility, a significant portion of the consideration was structured as a four-year earn-out tied to annual EBITDA. The earn-out was designed so that the founders received additional payments only if the business continued to expand, with higher payouts triggered by stronger EBITDA growth and lower payouts if performance softened. This approach gave the founders the opportunity to realise the valuation they believed was achievable, while giving the investor downside protection if the momentum did not carry through. It is a clear example of how earn-outs can turn differing views of the future into a mutually workable structure.

2. Deferred Consideration

Deferred consideration serves a different purpose. Rather than linking payment to future performance, it simply delays part of the purchase price, so the investor does not need to fund the entire amount at closing. This is commonly used when the investor needs short-term liquidity for post-transaction investment or when the timing of their financing does not perfectly align with the closing date. It can also be a practical compromise when the investor wants some downside protection, but the situation does not justify a full earn-out. For the seller, deferred consideration is more predictable than a performance-based structure because the amount is fixed, although it does require confidence that the investor will remain financially able to make the payments when they come due.

3. Rollover Equity

Rollover equity plays a similarly important role, particularly in businesses where leadership continuity contributes heavily to investor confidence. In a rollover, the seller receives part of the consideration in equity of the post-transaction company or the acquisition vehicle. This keeps key individuals invested in the outcome and preserves stability during the early years of institutional ownership. Founders often find rollover equity attractive because it creates a second liquidity event if the investor exits, while also ensuring that their expertise and relationships remain valued components of the growth plan. In larger public transactions, the same principle applies. When Cascade Investment, Bill Gates’s investment vehicle, joined Blackstone and GIP in the take-private of Signature Aviation, it did not simply tender its shares for cash. Instead, Cascade rolled its existing ~19% stake in Signature Aviation into the newly formed bid vehicle, Brown Bidco, and injected additional equity so that it owned around 30% of the holding company after the transaction. In doing so, it moved from being a public minority in the old, listed entity to a partner in the same holding company as the lead sponsors, with aligned governance and economics. The same structural idea is available to founders in mid-market deals: rather than being left as a residual minority in their old operating company, they can roll part of their stake into the investor’s acquisition vehicle and sit alongside the new investor with clear rights, protections, and a shared exit.

4. Preferred Shares and Convertibles

In some mid-market transactions, especially where investors are taking a minority stake, preferred shares or convertible instruments provide a more nuanced way to balance interests. These structures give investors downside protection and enhanced rights without forcing the founder to relinquish disproportionate control or accept a valuation that fails to reflect the company’s trajectory. Preferred shares typically sit above common equity in the capital structure, meaning investors receive priority if the company underperforms or is sold at a lower valuation. They may also come with fixed dividends, liquidation preferences, or governance rights that allow the investor to protect their position without dictating day-to-day operations. Convertibles begin as debt-like instruments with the option to convert into common equity later, usually at a pre-agreed valuation or discount. This gives investors the comfort of protection today with the potential to participate in upside if the company grows as expected. For founders, these instruments can be attractive because they bring in capital without immediately setting a valuation that feels premature or dilutive, and they avoid surrendering control at a sensitive stage of growth. A contemporary illustration is Google’s multibillion-dollar investment into Anthropic. Instead of purchasing equity outright, Google provided the majority of its funding through convertible notes – debt instruments that offer priority and downside protection but convert into equity upon a major financing event, IPO, or sale. This structure allowed Anthropic to secure substantial capital while preserving governance stability and deferring valuation.

5. Holding Companies & SPVs

Cross-border or multi-subsidiary transactions often introduce another structural dimension: the need to organise ownership through either a special purpose vehicle (SPV) or a holding company. Although the two are sometimes used together, they serve distinct purposes. An SPV is typically created to execute the acquisition itself – a clean, single-purpose entity that isolates risk, supports financing, and keeps the transaction separate from the investor’s existing operations. A holding company, by contrast, is used for the long-term ownership structure: it sits above the operating subsidiaries and consolidates them under one jurisdiction for ongoing governance, reporting, and tax efficiency. These frameworks may appear administrative, but they shape governance, shareholder rights, and the practical experience of holding rollover equity. A clear illustration of this can be seen in the proposed take-private of Spindex Industries by Skyline II, an acquisition SPV backed by a private equity fund and the founding family, with Spindex’s operations spanning Singapore, Malaysia, China, and Vietnam. The investors first incorporated the Singapore special purpose vehicle to house the acquisition financing. Once the transaction completes, the listed company and its operating subsidiaries will sit beneath this acquisition vehicle, which then functions as the holding company for the entire cross-border group. For the founding family, who are partially rolling over their stake, holding equity at the SPV/holding-company level concentrates their rights in a single Singapore entity with predictable governance standards and robust shareholder protections, rather than scattering them across multiple country-level companies. For the financial sponsor, the structure also streamlines future refinancing or exit: selling or recapitalising the holding vehicle effectively transfers control of the whole regional platform without needing to unwind each jurisdiction separately.

Negotiation Dynamics

The negotiation stage of a mid-market transaction is often where founders feel the most pressure, and it helps to understand the levers that typically shape the final outcome. One of the first areas investors will focus on is EBITDA normalisation. Many founder-led companies include personal expenses, related-party items, or discretionary spending in their accounts, and these need to be adjusted so the company’s true operating performance is clearly represented. Another point to prepare for is the working-capital peg. Investors will expect the business to deliver a normal level of working capital at closing, and any shortfall can lead to price adjustments if it is not defined carefully in the agreement. Founders should also pay close attention to what qualifies as “debt” in a debt-free, cash-free structure. Items such as tax exposures, overdue payables, or related-party balances can be interpreted as debt by investors, and clarifying these early avoids last-minute surprises. Finally, if the deal includes an earn-out, founders should ensure that the calculation mechanics cannot be influenced by changes in accounting policy or timing of expenses. Metrics tied to EBITDA or margins tend to be clearer and less prone to dispute than revenue-based targets. Approaching these points with awareness and preparation not only smooths negotiations but also helps founders protect value and maintain momentum through closing.

How Can ARC Group Help?

Mid-market transactions rarely hinge on a single factor. They succeed because the right preparation, information, and judgment come together at the right time.

This is the part of the market where ARC does its best work.

Our role is to help founders organise and present their businesses in a way that stands up to sophisticated diligence. That means working through operational details, cleaning and interpreting financials, clarifying how the company actually generates cash, and preparing management to speak to investors with confidence. These steps reduce uncertainty, shorten the back-and-forth, and allow investors to focus on the fundamentals rather than the noise.

When investors enter the picture, ARC acts as the translator between commercial potential and execution realities. We prepare targeted information memorandums, coordinate investor conversations across regions, and help both sides understand where expectations genuinely align and where they need to be recalibrated. On complex cross-border deals, we also manage the practicalities – regulatory filings, jurisdictional structuring, and the integration of different legal or tax environments – so the process remains controlled rather than reactive. As negotiations progress, we help founders navigate the areas that often determine value: working-capital mechanics, the treatment of related-party items, diligence findings that require explanation, and the parts of the agreement that influence how the business will operate post-closing.

What ultimately distinguishes ARC is not a single strength but the ability to hold all these moving parts together and keep the transaction advancing with momentum and discipline. Mid-market deals stall easily – on valuation pricing gaps, on documentation, on miscommunication – and keeping them alive requires persistent, hands-on involvement.

The mid-market will continue to produce attractive opportunities as companies professionalise and private capital searches for resilient growth. ARC stands in the middle of that intersection: helping founders prepare earlier and more effectively, giving investors the clarity they need to commit, and guiding both sides through a process that is often more intricate than anticipated but far more valuable when executed correctly.

Author:

Valentin Ischer

Managing Director

valentin.ischer@arc-group.com  

 

Author:

Charlene Lui

Associate

charlene.lui@arc-group.com

Author:

Felix Chu

Vice President

felix.chu@arc-group.com

Author:

Henry Wang

Analyst

henry.wang@arc-group.com

Author:

David Choi

Analyst

david.choi@arc-group.com

The financial figures and transaction details presented in case studies are derived from publicly available sources, including press releases and media reports. As such, they are intended for illustrative and educational purposes only and may not fully reflect the actual deal structure, terms, or confidential elements of the transaction. Readers should not rely solely on this information for investment, legal, or financial decision-making.

References

• Mark A. Filippell, Mergers and Acquisitions Playbook: Lessons from the Middle-Market Trenches, John Wiley & Sons, 2012.
• Mergermarket
• https://investor.entravision.com/news/news-details/2021/Entravision-Communications-Corporation-Announces-Closing-of-Acquisition-of-MediaDonuts-07-06-2021/default.aspx
• https://www.sec.gov/Archives/edgar/data/1109116/000095017021000429/evc-20210701ex10_1.htm
• https://www.blackstone.com/news/press/blackstone-cascade-and-global-infrastructure-partners-announce-terms-of-a-recommended-offer-for-signature-aviation-plc/
• https://www.businessinsider.com/google-deepen-investment-in-ai-anthropic-2025-11
• https://assets.publishing.service.gov.uk/media/673c56a45aadb65be090fdad/Summary_of_phase_1_decision.pdf
• https://sbr.com.sg/news/skyline-ii-acquire-spindex-industries

The post Structuring Mid-Market Transactions: Practical Insights for Founders and Investors first appeared on ARC Group.

The ranking, part of Consultancy Asia’s first comprehensive assessment of the regions M&A advisory landscape, evaluated more than 300 firms across Asia. The analysis combined client and consultant surveys with an in-depth review of each firm’s capabilities, track record, execution quality, and thought leadership in the M&A domain.

ARC Group’s strong performance highlights the firm’s reputation as a trusted advisor in complex transactions, particularly in cross border mandates spanning Asia, the United States, and Europe. Its selection reflects years of consistent execution across buy side and sell side mandates, due diligence support, deal structuring, and strategic transaction advisory.

“Being recognized among Asia’s top M&A firms underscores the strength of our global dealmaking platform,” said Valentin Ischer, Managing Director at ARC Group. “Our team is deeply committed to delivering sophisticated, high impact M&A solutions that help clients capture opportunities and navigate the unique complexities of cross border transactions.”

Consultancy Asia’s ranking highlights the growing significance of Asia as a global hub for dealmaking, with nearly fifty markets contributing to one of the most dynamic and competitive M&A environments worldwide. The list serves as a trusted benchmark for investors, corporates, and advisors seeking proven expertise in the region.

Jess Zhou, Director at ARC Group, commented:

“This recognition reflects the dedication and expertise of our transaction teams across Asia. We take pride in supporting clients through every stage of the deal lifecycle, from strategic evaluation to execution, ensuring they can find the optimal value in strategic transactions and navigate with confidence in fast shifting markets.”

About ARC Group

ARC Group is a global investment banking and advisory firm providing M&A advisory, capital markets, and strategic financial solutions to businesses worldwide. With a strong presence across Asia, Europe, and the United States, ARC Group has built a robust track record in cross border M&A, supporting emerging growth companies, mid-market leaders, and multinational corporates in navigating complex transactions and unlocking long term value.

ARC Groups M&A Capabilities

With more than one billion US dollars in transaction volume over the past three years, ARC Group has established itself as a global leader in cross border M&A with a particular focus on transactions involving Asia. Our advisory teams manage the full deal lifecycle, from initial strategic positioning and valuation through execution and post-merger integration, ensuring clients achieve the strongest possible outcomes.

Our deep expertise in connecting Western and Asian markets gives us a unique advantage. This specialization allows us to deliver unparalleled advisory support to businesses operating across diverse regulatory, commercial, and cultural environments.

ARC Group provides a comprehensive suite of services that includes sell side M&A, buy side M&A, capital raises, valuation, and due diligence. Whether supporting business owners, private equity firms, mid-market corporates, or large multinational companies, we tailor our approach to each client’s strategic priorities.

Through a combination of rigorous analysis, market intelligence, and hands on execution, our M&A practice ensures that value is maximized at every stage of the transaction.

For more information or any questions, please contact:

Anna Sahlberg Carlsson
Marketing Manager
anna.sahlberg@arc-group.com

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