The Merger and Acquisition Agreement serves as the primary transaction document for corporate combinations and takeovers in Indonesia. It is essential for any business acquisition, merger, or consolidation subject to Indonesian law, requiring careful consideration of local regulatory requirements, including those set by the Investment Coordinating Board (BKPM), Financial Services Authority (OJK), and Competition Commission (KPPU). The agreement must address specific Indonesian law requirements regarding foreign ownership restrictions, mandatory language provisions, and sector-specific regulations. It typically includes detailed provisions on purchase price mechanisms, conditions precedent focusing on local regulatory approvals, representations and warranties tailored to Indonesian business practices, and closing mechanics that comply with local corporate law requirements.
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1. Parties: Identification of all parties to the agreement, including their legal status and registration details as required under Indonesian law
2. Background: Recitals explaining the context of the transaction and the parties' intentions
3. Definitions: Comprehensive definitions of terms used throughout the agreement, including Indonesian legal and regulatory terms
4. Sale and Purchase: Core transaction terms including the assets or shares being acquired and the purchase price structure
5. Purchase Price and Payment: Detailed terms of consideration, payment mechanisms, and any adjustments, including compliance with Indonesian foreign exchange regulations
6. Conditions Precedent: Prerequisites to closing, including required regulatory approvals from Indonesian authorities
7. Pre-Completion Obligations: Parties' obligations between signing and closing, including conduct of business requirements
8. Completion: Closing mechanics, deliverables, and timing requirements
9. Representations and Warranties: Comprehensive warranties covering Indonesian law compliance, permits, licenses, and local business practices
10. Indemnification: Indemnity provisions and liability allocation between parties
11. Covenants: Ongoing obligations of the parties, including post-closing requirements
12. Termination: Circumstances under which the agreement may be terminated and consequences
13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses adapted to Indonesian law requirements
1. Employee Matters: Required for transactions involving significant employee transfers or labor law implications
2. Tax Matters: Detailed tax provisions when specific tax structures or implications need to be addressed
3. Foreign Investment Provisions: Required when the transaction involves foreign investors and compliance with Indonesian foreign investment regulations
4. Anti-corruption Compliance: Detailed provisions for high-risk sectors or when required by foreign investors
5. Transition Services: Required when post-closing operational support is needed
6. Intellectual Property Rights: Detailed IP provisions for technology-heavy or brand-focused transactions
7. Real Estate Matters: Required when the transaction involves significant real estate assets
8. Environmental Compliance: Required for industries with significant environmental impacts or risks
9. Competition Compliance: Detailed provisions when the transaction requires KPPU approval or has significant competition law implications
1. Purchase Price Calculation: Detailed methodology for calculating final purchase price and adjustments
2. Disclosed Information: List of documents and information disclosed during due diligence
3. Properties Schedule: Details of all real estate and leased properties
4. Material Contracts: List and copies of key contracts being transferred
5. Intellectual Property: Schedule of all IP rights being transferred
6. Employee Information: Details of employees, benefits, and employment terms
7. Permits and Licenses: List of all governmental permits and licenses
8. Completion Deliverables: Detailed list of documents and items to be delivered at closing
9. Form of Resignation Letters: Template resignation letters for departing directors/commissioners
10. Corporate Structure: Pre and post-closing corporate structure charts
11. Required Regulatory Approvals: List of required government and regulatory approvals
12. Warranty Deed: Detailed warranties and indemnities
13. Tax Deed: Specific tax-related warranties and indemnities
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