M&A and transactions

Data room for divestments and carve-outs

Short answerA carve-out sells part of a business, so the data room must show the division as if it stood alone while protecting the rest of the group. Prepare carve-out financials, identify shared contracts and people, and restrict access so buyers see only the perimeter being sold.

How it works in Singapore

Singapore groups divest non-core divisions to refocus, and multinationals carve out Asia-Pacific businesses run from Singapore. The seller must define the perimeter: which entities, assets, contracts, employees and IP are included.

Carve-out financial statements are usually the hardest part, with allocations of shared costs, intercompany balances and stand-alone cost estimates. Buyers also want to understand the transitional services the seller will provide after completion.

Because the rest of the group stays with the seller, the room needs tight permissions. Group-wide contracts may be shown in redacted form, and shared IT systems need careful explanation.

Best data rooms for divestments and carve-outs

Our five measures re-weighted for this use case, with a small bonus for rooms built for it. Prices before 9% GST.

1 Ellty ~S$191/mo 9.2 Visit Ellty
2 iDeals On quote 8.9
3 Datasite On quote 8.8
4 Ansarada On quote 8.6
5 Intralinks On quote 8.5
6 Firmex On quote 8.5
7 Drooms On quote 8.4
8 SmartRoom On quote 8.3
9 DealRoom On quote 8.1
10 Box ~S$19/user/mo 8.0

26%Security19%Deal tools24%Permissions16%Ease of use16%Cost

Folder index for divestments and carve-outs

PerimeterWhat is in and out of the sale, by entity, asset and contract.

Carve-out financialsStand-alone accounts, allocation methods, stand-alone cost estimates.

Shared contractsGroup contracts with redactions and proposed treatment.

PeopleTransferring employees, anonymised, and retention plans.

IT and systemsSystems used, separation plan.

TSATransitional services schedule and pricing.

IPIP transferring and licensed back.

LegalLicences, property, litigation for the perimeter.

Singapore rules that apply

PDPA

Only employees transferring with the business should appear in named HR files, and only for the preferred bidder.

Employment Act and transfers

Employees transfer with the business on a transfer of undertaking for those covered by the Employment Act; terms must be reviewed carefully.

Contract assignment

Shared contracts may need consent to split or assign; flag them early.

More detail: PDPA, Companies Act and ACRA.

Features you need

Feature	Why it matters here	Rooms in our top 10 that list it
View and download control	Each file can be set to view-only, print or download, and the setting can be changed later.	9 of 10
Redaction	NRIC numbers, salaries or client names are blacked out on the platform, with no second copy of the file to manage.	6 of 10
Dynamic watermarks	The reader's name, email and time are stamped across each page as it opens, so a photographed page can be traced.	10 of 10
Audit trail	Time-stamped history of who opened, printed or downloaded each document, exportable for a dispute, insurer or regulator.	10 of 10

How to set it up

Define the perimeterAgree the scope in writing before building the index.
Prepare carve-out accountsWork with the auditors on allocation methods.
Redact group documentsRemove information about businesses that are not for sale.
Draft the TSA scheduleList services, duration and pricing.
Restrict by bidderIf one bidder is a competitor, use a clean team folder.

Mistakes to avoid

Unclear perimeter leading to rework mid-process.
Showing group-wide data unrelated to the sale.
Underestimating stand-alone costs.

Questions people ask

What makes a carve-out room different?

It shows part of a business as if stand-alone, with allocations and transitional arrangements, while keeping the rest of the group private.

Do employees move automatically?

For employees covered by the Employment Act, a transfer of undertaking moves their employment to the buyer on existing terms. Other staff may need new contracts. Take employment advice.

How are shared contracts handled?

Show them redacted, explain whether they will be split, assigned or replaced, and list consents needed.