The Company Merger Contract is a crucial document used when two or more Indonesian companies decide to combine their businesses into a single entity. This document is essential for compliance with Indonesian corporate law, particularly Law No. 40/2007 on Limited Liability Companies and Government Regulation No. 27/1998 on Merger, Consolidation and Acquisition. It outlines the entire merger process, from initial agreement to post-merger integration, including detailed provisions for asset transfer, employee protection, shareholder rights, and regulatory compliance. The contract must address specific Indonesian regulatory requirements, including approvals from relevant authorities such as OJK and BKPM, especially when the merger involves public companies or foreign investment. The document serves as the primary reference point for all aspects of the merger transaction and subsequent integration process.
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1. Parties: Identification of the merging companies, including registration details and authorized representatives
2. Background: Context of the merger, including brief company histories and commercial rationale for the merger
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Merger Structure and Implementation: Detailed mechanics of how the merger will be executed, including which entity survives
5. Consideration and Payment Terms: Details of the merger consideration, including any share exchanges or cash payments
6. Conditions Precedent: Conditions that must be satisfied before the merger can be completed
7. Pre-Completion Obligations: Obligations of each party between signing and completion, including conduct of business requirements
8. Completion Mechanics: Step-by-step process for completing the merger, including timing and documentation requirements
9. Assets and Liabilities Transfer: Provisions regarding the transfer of assets, liabilities, contracts, and obligations
10. Employee Matters: Treatment of employees, including transfer of employment and related benefits
11. Representations and Warranties: Statements of fact and assurances from each party about their business and authority
12. Tax Matters: Handling of tax liabilities and obligations pre and post-merger
13. Regulatory Compliance: Compliance with Indonesian laws and regulations, including competition law requirements
14. Termination: Circumstances under which the agreement can be terminated and consequences
15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement
1. Foreign Investment Provisions: Required when one or more parties involve foreign ownership, addressing compliance with Indonesian foreign investment laws
2. Public Company Requirements: Necessary when any party is publicly listed, including OJK compliance requirements
3. Intellectual Property: Detailed provisions for IP transfer when significant IP assets are involved
4. Environmental Matters: Required for companies in industries with significant environmental impact or permits
5. Special Licenses and Permits: Needed when companies hold special government licenses or permits requiring specific treatment
6. Real Estate Matters: Required when significant real estate assets are involved in the merger
7. Transition Services: When post-merger operational support is needed between the parties
1. Corporate Information: Detailed corporate information of all parties, including shareholding structures
2. Assets Schedule: Comprehensive list of all assets being transferred
3. Intellectual Property Schedule: Details of all IP rights being transferred
4. Real Property Schedule: List of all real estate assets and related rights
5. Material Contracts: List of key contracts being transferred
6. Employee Information: Details of transferring employees and their terms
7. Licenses and Permits: List of all governmental licenses and permits
8. Completion Checklist: Detailed checklist of all actions required for completion
9. Form of Merger Plan: Required merger plan format as per Indonesian regulations
10. Pro Forma Financial Statements: Combined financial projections post-merger
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