Merger Agreement Template for United States

A Merger Agreement spells out how two or more companies will join forces to become a single entity under Philippine corporate law. It lays out the key terms, conditions, and steps for combining the businesses, including share valuations, management structure, and what happens to existing assets and employees.

Beyond meeting requirements in the Corporation Code of the Philippines, these agreements protect both companies by clearly stating everyone's rights and obligations during the merger process. They cover critical details like regulatory approvals from the Securities and Exchange Commission, tax implications, and timelines for completing the merger - making them essential for smooth business combinations.

Use a Merger Agreement when your company plans to combine with another business in the Philippines. This becomes essential once initial discussions move toward serious negotiations - typically after signing a term sheet but before seeking regulatory approvals from the SEC or Philippine Competition Commission.

Many businesses create these agreements during industry consolidation, when seeking market expansion, or to achieve operational efficiencies. The timing matters: having this agreement in place early helps prevent misunderstandings, protects both parties' interests, and smooths the path for required government clearances. It's particularly crucial when dealing with publicly listed companies or regulated industries.

• Standard Merger Agreement: Most common type used for straightforward business combinations, focusing on basic terms like share exchanges and asset transfers
• Triangular Merger Agreement: Used when a parent company's subsidiary merges with the target company, common in Philippine conglomerates
• Short-Form Merger Agreement: Simplified version for parent-subsidiary mergers where the parent owns 90% or more
• Industry-Specific Agreement: Tailored versions for regulated sectors like banking or telecommunications, incorporating specific SEC and regulatory requirements
• Cross-Border Merger Agreement: Enhanced versions addressing international ownership rules and foreign investment regulations under Philippine law

• Company Boards and Directors: Lead the merger process and must approve the final Merger Agreement terms on behalf of their respective corporations
• Corporate Lawyers: Draft and review agreement terms, ensure compliance with Philippine corporate laws, and handle SEC filings
• Financial Advisors: Evaluate deal terms, conduct due diligence, and provide valuation inputs for the agreement
• Shareholders: Must approve major merger decisions and are bound by the agreement's terms regarding their equity stakes
• Regulatory Bodies: The SEC and Philippine Competition Commission review and approve merger transactions based on agreement terms

• Basic Company Details: Gather corporate documents, financial statements, and ownership structures of both merging companies
• Due Diligence Records: Compile asset lists, liabilities, contracts, and intellectual property documentation
• Deal Terms: Define merger structure, share exchange ratios, and post-merger management setup
• Regulatory Requirements: Check SEC guidelines and Philippine Competition Commission thresholds for merger notifications
• Stakeholder Approvals: Secure board resolutions and plan shareholder voting procedures
• Document Generation: Use our platform to create a customized Merger Agreement that meets Philippine legal requirements

• Party Details: Full legal names, addresses, and registration numbers of merging companies
• Transaction Structure: Clear description of merger type, assets involved, and resulting corporate form
• Consideration Terms: Share exchange ratios, payment details, and treatment of outstanding securities
• Representations & Warranties: Statements about company status, assets, liabilities, and legal compliance
• Conditions Precedent: Required approvals from SEC, PCC, and other regulatory bodies
• Post-Merger Integration: Management structure, employee treatment, and operational plans
• Governing Law: Explicit reference to Philippine Corporation Code and relevant regulations

A Merger Agreement differs significantly from a Business Acquisition Agreement in several key aspects, though both involve combining business interests under Philippine law.

• Corporate Structure: Merger Agreements result in two companies becoming one legal entity, while Business Acquisition Agreements maintain separate corporate identities with one company simply purchasing the other's assets or shares
• Regulatory Requirements: Mergers need specific SEC approval and often trigger mandatory PCC notifications, whereas business acquisitions may have lighter regulatory burdens
• Employee Integration: Merger Agreements automatically transfer all employees to the surviving entity, while acquisitions often require separate employment transfer arrangements
• Liabilities Transfer: In mergers, all liabilities automatically transfer to the surviving company, but acquisitions can be structured to exclude certain liabilities