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Merger And Acquisition Agreement

Merger And Acquisition Agreement Template for Indonesia

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Key Requirements PROMPT example:

Merger And Acquisition Agreement

"I need a Merger And Acquisition Agreement for the purchase of a medium-sized Indonesian manufacturing company, where the buyer is a Singapore-based corporation acquiring 75% of the shares, with completion expected by March 2025."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acquisition
Adjustment Amount
Affiliate
Agreement
BKPM
Board of Commissioners
Board of Directors
Business Day
Closing
Closing Date
Completion
Conditions Precedent
Confidential Information
Consideration
Control
Deed of Transfer
Disclosed Information
Disclosure Letter
Effective Date
Encumbrance
Environmental Laws
Escrow Account
Escrow Agent
Financial Statements
Force Majeure
Governmental Authority
IDR
Indemnified Party
Indemnifying Party
Indonesian GAAP
Initial Purchase Price
Intellectual Property Rights
KPPU
Law
Leased Properties
Licenses
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Merger
NIB
OJK
Owned Properties
Parties
Permits
Purchase Price
Real Property
Regulatory Approvals
Representatives
Rupiah
Sale Shares
Selling Shareholders
Signing Date
Subsidiaries
Target Company
Target Group
Tax
Tax Authority
Transaction Documents
Transfer
USD
Warranties
Working Capital
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Purchase Price Adjustment
Conditions Precedent
Pre-Completion Covenants
Completion Obligations
Post-Completion Obligations
Representations and Warranties
Fundamental Warranties
Business Warranties
Tax Warranties
Indemnification
Limitations of Liability
Regulatory Compliance
Foreign Investment Compliance
Competition Law Compliance
Corporate Authority
Share Transfer Restrictions
Employee Matters
Intellectual Property
Real Estate
Environmental Compliance
Confidentiality
Non-Competition
Non-Solicitation
Force Majeure
Material Adverse Change
Break Fee
Termination Rights
Governing Law
Dispute Resolution
Notices
Assignment
Amendment
Severability
Entire Agreement
Language Requirements
Time of Essence
Further Assurance
Costs and Expenses
Stamp Duty
Third Party Rights
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Mining and Resources

Retail and Consumer

Healthcare

Agriculture

Infrastructure

Energy

Telecommunications

Transportation and Logistics

Education

Media and Entertainment

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Due Diligence

Corporate Secretarial

Tax

Human Resources

Strategy

Operations

Treasury

Regulatory Affairs

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Development Director

Merger & Acquisition Director

Investment Banking Director

Legal Counsel

Corporate Secretary

Finance Director

Business Development Manager

Due Diligence Manager

Compliance Officer

Risk Management Officer

Integration Manager

Transaction Advisory Partner

Board Director

Commissioner

Industries
Law No. 40 of 2007 on Limited Liability Companies: The fundamental company law that governs corporate actions, including mergers and acquisitions, corporate governance, and shareholder rights in Indonesia
Law No. 25 of 2007 on Investment: Regulates foreign and domestic investment in Indonesia, including ownership restrictions and investment requirements for M&A transactions
Law No. 5 of 1999 on Anti-Monopoly and Unfair Business Competition: Governs competition aspects of M&A transactions, including merger control notifications and anti-monopoly considerations
OJK Regulation No. 74/POJK.04/2016: Regulates mergers and acquisitions of public companies, including disclosure requirements and procedures for public company transactions
Government Regulation No. 27 of 1998 on Mergers: Provides specific procedures and requirements for merger transactions in Indonesia
Presidential Regulation No. 10 of 2021 on Investment Business Fields: Specifies business sectors open to foreign investment and their respective ownership limitations (Positive Investment List)
Law No. 13 of 2003 on Employment: Governs employment aspects in M&A transactions, including employee rights and obligations during corporate restructuring
Law No. 36 of 2008 on Income Tax: Regulates tax implications of M&A transactions, including potential tax obligations and available tax facilities
KPPU Regulation No. 3 of 2019: Details the merger control notification requirements and procedures for competition law compliance
Law No. 8 of 1995 on Capital Markets: Governs M&A transactions involving public companies and capital market aspects
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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