The Merger and Acquisition Agreement is a crucial document used in Nigerian corporate transactions when one company intends to acquire or merge with another entity. It serves as the primary transaction document that captures all commercial terms, legal obligations, and regulatory requirements necessary for implementing the deal. The agreement must comply with Nigerian legislation, particularly CAMA 2020, and often requires approval from regulatory bodies such as the Securities and Exchange Commission (SEC) and the Federal Competition and Consumer Protection Commission (FCCPC). The document typically includes detailed provisions about the transaction structure, purchase price mechanics, representations and warranties, conditions precedent, completion mechanics, and post-completion obligations. It's essential for both private and public company transactions and can be adapted for share purchases, asset purchases, or corporate mergers.
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1. Parties: Identification of the buyer, seller, and any guarantors or other key parties to the agreement
2. Background: Recitals explaining the context of the transaction and basic information about the target company/assets
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), the purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and third-party consents
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of closing, including timing, location, and actions required at completion
8. Warranties and Representations: Seller's warranties about the business, company, or assets being sold
9. Limitations on Liability: Limitations on warranty claims and general liability caps
10. Tax Covenants: Specific provisions dealing with tax matters and allocations of tax liability
11. Confidentiality and Announcements: Obligations regarding confidential information and public statements about the transaction
12. Non-Competition and Non-Solicitation: Restrictions on seller's competitive activities post-completion
13. Further Assurance: Obligations to take additional actions necessary to implement the transaction
14. Notices: Formal requirements for giving notices under the agreement
15. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
16. Governing Law and Dispute Resolution: Specification of Nigerian law as governing law and dispute resolution mechanisms
1. Employee Matters: Used when the transaction involves significant employee transfers or consultations
2. Real Estate: Required when the transaction involves significant real estate assets
3. Intellectual Property: Important when IP assets are a key part of the transaction
4. Data Protection: Required when the business processes significant personal data
5. Environmental Matters: Necessary for businesses with environmental risks or compliance obligations
6. Regulatory Compliance: Required for heavily regulated industries like banking or telecommunications
7. Post-Completion Price Adjustments: Used when the purchase price will be adjusted based on completion accounts
8. Earn-out Provisions: Included when part of the purchase price is contingent on future performance
9. Parent Company Guarantee: Used when additional security is required from a parent company
10. Break Fee: Included when parties want to specify compensation for failed completion
1. Target Company Information: Details of the target company including corporate information and structure
2. Properties: List and details of all real estate owned or leased
3. Intellectual Property Rights: Schedule of all IP rights owned or licensed
4. Material Contracts: List and summary of key contracts
5. Employees: Details of employees including key terms of employment
6. Warranties: Detailed warranties about the business and its assets
7. Tax Covenant: Detailed provisions regarding tax matters
8. Completion Obligations: Detailed list of documents to be delivered at completion
9. Form of Transfer Documents: Pro forma transfer documents required at completion
10. Disclosed Documents: List of documents disclosed against the warranties
11. Data Room Index: Index of all documents in the due diligence data room
12. Required Consents: List of third-party and regulatory consents required
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