Company Acquisition Contract Template for Saudi Arabia

The Company Acquisition Contract is a fundamental document used in corporate transactions within Saudi Arabia when one entity seeks to acquire ownership or control of another company. This contract type is essential for documenting the terms, conditions, and mechanics of the acquisition process, whether structured as a share purchase or asset purchase. The document must comply with Saudi Arabian law, including the Companies Law 2015, Competition Law, and where applicable, the Capital Market Law and Foreign Investment Law. It addresses crucial elements such as purchase price determination, payment terms, warranties and representations, regulatory approvals, and post-completion obligations. The contract requires careful consideration of Sharia principles and local business practices, making it distinct from acquisition agreements in other jurisdictions. It serves as the primary reference document for all parties involved in the transaction and may require registration with relevant authorities such as the Ministry of Commerce and the Saudi Arabian General Investment Authority.

1. Parties: Identification of the seller(s) and buyer(s), including full legal names, commercial registration numbers, and authorized representatives

2. Background: Context of the transaction, brief description of the target company, and purpose of the agreement

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment terms

5. Conditions Precedent: Prerequisites that must be satisfied before completion, including regulatory approvals and third-party consents

6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

7. Completion: Mechanics of closing the transaction, including timing, location, and actions required

8. Purchase Price Adjustments: Mechanisms for adjusting the purchase price based on completion accounts or other metrics

9. Seller Warranties: Representations and warranties regarding the company, its business, and assets

10. Buyer Warranties: Representations and warranties from the buyer, including capacity and authority to enter the transaction

11. Limitations on Liability: Scope and limitations of parties' liabilities under the warranties and indemnities

12. Tax Matters: Tax-related provisions, including allocations, indemnities, and VAT considerations

13. Post-Completion Obligations: Ongoing obligations after completion, including transition services and non-compete provisions

14. Confidentiality: Provisions regarding confidential information and public announcements

15. Governing Law and Dispute Resolution: Choice of Saudi law and dispute resolution mechanisms, including Sharia compliance