Acquisition Agreement Template for United States

An Acquisition Agreement spells out the terms and conditions when one company buys another company or its assets in the Philippines. It covers crucial details like the purchase price, payment terms, and what exactly is being bought - from physical assets to intellectual property rights.

Under Philippine corporate laws, especially the Securities Regulation Code, these agreements must include specific warranties, deal with existing liabilities, and outline any conditions that need to be met before closing. They often require approval from the Philippine Competition Commission when the deal size exceeds certain thresholds, making them essential tools for mergers and acquisitions in both public and private sectors.

Use an Acquisition Agreement when purchasing another company, its assets, or significant business interests in the Philippines. This legal framework becomes essential during corporate mergers, business expansions, or when buying out competitors. The agreement helps protect both parties by clearly documenting what's being sold, the price, and key conditions.

Companies need this agreement before finalizing major transactions, particularly those requiring Philippine Competition Commission review. It's crucial for deals involving listed companies, regulated industries like banking or telecommunications, or transactions exceeding ₱50 billion in value. The agreement also helps navigate local ownership restrictions and foreign investment regulations.

• Stock Purchase Agreement Private Company: Used when buying company shares, focusing on ownership transfer and shareholder rights
• Letter Of Intent To Purchase Business: Initial document outlining proposed terms before formal acquisition
• Asset Purchase Letter Of Intent: Preliminary agreement for buying specific business assets rather than entire company
• Non Disclosure Agreement Business Acquisition: Protects confidential information during acquisition discussions
• Acquisition Letter Of Intent: Framework document establishing key terms for corporate mergers

• Acquiring Companies: Corporate buyers, often large Filipino corporations or multinational firms, who initiate the purchase and bear most transaction responsibilities
• Target Companies: Businesses being acquired, including their board of directors and majority shareholders who must approve the deal
• Corporate Lawyers: Draft and review Acquisition Agreements, ensure compliance with Philippine corporate laws and SEC regulations
• Investment Bankers: Facilitate negotiations, conduct due diligence, and structure deal terms
• Regulatory Bodies: Philippine Competition Commission and SEC officials who review and approve major acquisitions

• Company Details: Gather complete legal names, registration numbers, and addresses of both buyer and target companies
• Asset Inventory: Create detailed lists of properties, equipment, intellectual property, and contracts being transferred
• Financial Information: Compile recent financial statements, valuations, and proposed payment terms
• Due Diligence: Review corporate documents, permits, licenses, and potential liabilities
• Regulatory Requirements: Check Philippine Competition Commission thresholds and SEC reporting obligations
• Stakeholder Approvals: Confirm board resolutions and shareholder authorizations needed

• Parties and Recitals: Complete legal names, addresses, and roles of all involved entities
• Purchase Terms: Detailed description of assets or shares, purchase price, payment structure, and closing conditions
• Representations: Statements about company status, ownership, financial condition, and compliance with Philippine laws
• Warranties: Guarantees about business operations, assets, and absence of undisclosed liabilities
• Regulatory Compliance: References to SEC regulations, Competition Law requirements, and foreign ownership restrictions
• Governing Law: Clear statement choosing Philippine law and jurisdiction for dispute resolution
• Execution Block: Proper signature spaces for authorized representatives with corporate seals

An Acquisition Agreement differs significantly from a Business Purchase Agreement in several key aspects under Philippine law, though they may seem similar at first glance. While both involve transferring business ownership, their scope and application vary considerably.

• Scope and Coverage: Acquisition Agreements typically handle complex corporate transactions, including shares, assets, and liabilities of entire companies, while Business Purchase Agreements focus on smaller-scale transfers of specific business operations or assets
• Regulatory Requirements: Acquisition Agreements often need Philippine Competition Commission approval and SEC clearance, especially for large transactions. Business Purchase Agreements rarely trigger these requirements
• Due Diligence Depth: Acquisition Agreements require extensive corporate due diligence, financial audits, and regulatory compliance checks. Business Purchase Agreements involve simpler verification processes
• Documentation Complexity: Acquisition Agreements include detailed representations, warranties, and post-closing obligations. Business Purchase Agreements typically have more straightforward terms and conditions