The Acquisition Purchase Agreement serves as the primary transaction document for business acquisitions in Indonesia, whether for share purchases or asset acquisitions. This document is essential when one entity intends to acquire ownership of another company or its assets within the Indonesian jurisdiction. It must comply with Law No. 40 of 2007 on Limited Liability Companies, Law No. 25 of 2007 on Investment, and other relevant Indonesian regulations. The agreement typically includes detailed provisions on purchase price mechanisms, conditions precedent (including regulatory approvals), representations and warranties, pre-closing covenants, and post-closing obligations. It is particularly important to address specific Indonesian regulatory requirements, such as foreign ownership restrictions, mandatory language requirements, and sector-specific regulations that may affect the transaction structure.
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1. Parties: Identification of the seller(s), buyer(s), and any guarantors
2. Background: Context of the transaction, including brief description of the target company and purpose of the acquisition
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules
4. Sale and Purchase: Core transaction terms including assets/shares being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, adjustments, and payment mechanics
6. Conditions Precedent: Prerequisites for closing, including regulatory approvals and third-party consents
7. Pre-Completion Obligations: Seller's obligations regarding business operation between signing and closing
8. Completion: Closing mechanics, deliverables, and timing
9. Warranties: Seller's representations and warranties about the business
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Matters: Tax indemnities, allocations, and compliance obligations
12. Confidentiality: Confidentiality obligations and permitted disclosures
13. Announcements: Rules for public announcements about the transaction
14. Further Assurance: Obligations to take additional actions to give effect to the agreement
15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Non-Competition: Restrictions on seller's competing activities - include when seller could compete post-sale
2. Employee Matters: Employee transfer provisions - include when employees are transferring
3. Real Estate: Property transfer provisions - include when real estate is material to the transaction
4. Intellectual Property: IP transfer and protection - include for technology or brand-focused companies
5. Environmental Matters: Environmental warranties and indemnities - include for manufacturing or industrial businesses
6. Earn-out Provisions: Performance-based additional payments - include when part of purchase price is contingent
7. Foreign Investment Provisions: Special provisions for foreign buyers - include when buyer is non-Indonesian
8. Transition Services: Post-completion service arrangements - include when seller must provide continued support
1. Purchase Price Calculation: Detailed methodology for calculating final purchase price including adjustments
2. Warranties: Detailed seller warranties about the business and assets
3. Disclosure Letter: Seller's disclosures against the warranties
4. Company Information: Details of the target company including corporate documents
5. Properties: List and details of real estate owned or leased
6. Material Contracts: List and copies of key business contracts
7. Intellectual Property: Schedule of IP rights owned or licensed
8. Employee Information: Details of employees including terms of employment
9. Completion Deliverables: List of documents and items to be delivered at closing
10. Form of Transfer Documents: Templates for share transfer forms and other transfer instruments
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