The Share Acquisition Agreement is a fundamental transaction document used in Nigerian corporate acquisitions when one party wishes to purchase shares in a company from existing shareholders. This agreement is essential for both private and public company transactions, though additional regulatory requirements apply for public companies. The document must comply with Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act 2007, and where applicable, the Nigerian Investment Promotion Commission Act for foreign investments. It typically includes detailed provisions on purchase price, payment mechanisms, warranties, indemnities, conditions precedent, and completion procedures. The agreement is particularly crucial in protecting both parties' interests by clearly defining their rights, obligations, and the process for transferring share ownership.
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1. Parties: Identification of the seller(s), buyer(s) and the target company
2. Background: Context of the transaction and brief description of the target company
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Conditions Precedent: Prerequisites that must be satisfied before completion can occur
6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Seller's warranties regarding the shares, target company, and business
9. Limitations on Seller's Liability: Limitations on warranty claims and other liability caps
10. Tax Covenant: Tax indemnities and allocation of tax liabilities
11. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements
12. Further Assurance: Obligations to take additional actions necessary to effect the transaction
13. Notices: Process for serving notices under the agreement
14. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Non-Compete and Non-Solicitation: Include when sellers need to be restricted from competing or poaching employees
3. Transitional Services: Include when seller will provide services to target company post-completion
4. Break Fee: Include when parties agree to compensation if deal fails under specific circumstances
5. Foreign Investment Provisions: Include when buyer is a foreign entity requiring NIPC approval
6. Escrow Arrangements: Include when part of purchase price will be held in escrow
7. Employee Matters: Include when specific arrangements needed for key employees post-completion
1. Details of the Target Company: Corporate information, share capital, and shareholders of target company
2. Conditions Precedent: Detailed list of all conditions precedent
3. Completion Obligations: Detailed list of documents and actions required at completion
4. Warranties: Full set of warranties given by the seller
5. Disclosure Letter: Seller's disclosures against the warranties
6. Properties: Details of real estate owned or leased by target company
7. Intellectual Property: Schedule of IP rights owned or licensed by target company
8. Material Contracts: List and details of key contracts
9. Employee Information: Details of employees and their terms of employment
10. Accounts: Recent financial statements of target company
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