The Simple Merger Agreement is a crucial document used in Nigerian corporate transactions where two companies intend to combine their operations and assets into a single entity. This document type is particularly relevant when the merger structure is relatively straightforward and doesn't involve complex international elements or multiple jurisdictional requirements. The agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act 2020, the Investment and Securities Act, and the Federal Competition and Consumer Protection Act. It typically includes essential provisions regarding asset transfer, share exchange or consideration, employee treatment, and regulatory compliance, while being simpler and more straightforward than agreements used in more complex mergers. The Simple Merger Agreement is commonly used in domestic Nigerian mergers, particularly for private companies or where the transaction structure is uncomplicated, though it still requires careful attention to local regulatory requirements and corporate governance standards.
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1. Parties: Identification of the merging entities, including full legal names and registration details
2. Background: Recitals explaining the context and purpose of the merger
3. Definitions: Definitions of key terms used throughout the agreement
4. The Merger: Core terms of the merger, including the method of combination and resulting structure
5. Consideration: Details of the merger consideration, including any share exchange ratios or cash payments
6. Conditions Precedent: Conditions that must be satisfied before the merger can complete
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: The mechanics and timing of completion, including required actions and deliverables
9. Representations and Warranties: Standard representations and warranties from both parties
10. Employee Matters: Treatment of employees post-merger
11. Tax Matters: Key tax provisions and allocations of tax liabilities
12. Confidentiality: Provisions regarding confidential information
13. Announcements: Requirements for public announcements about the merger
14. Governing Law and Jurisdiction: Specification of Nigerian law and jurisdiction
15. Boilerplate Provisions: Standard contractual provisions including notices, amendments, and severability
16. Execution: Signature blocks and execution formalities
1. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances
2. Anti-dilution Provisions: Include when share consideration is involved to protect against dilution
3. Regulatory Compliance: Include detailed section when the merger requires specific regulatory approvals (e.g., for regulated industries)
4. Material Adverse Change: Include when parties want specific provisions for dealing with significant adverse changes pre-completion
5. Integration Planning: Include when parties want to specify post-merger integration procedures
6. Intellectual Property: Include when IP assets are a significant component of the merger
7. Environmental Matters: Include when environmental liabilities are a significant concern
8. Competing Proposals: Include provisions regarding handling of competing offers when relevant
1. Corporate Details: Full corporate information of both entities
2. Assets Schedule: Detailed list of assets included in the merger
3. Properties Schedule: Details of real estate and leasehold properties
4. Material Contracts: List and details of material contracts being transferred
5. Intellectual Property: Schedule of IP rights and registrations
6. Employee Information: Details of transferring employees and their terms
7. Completion Deliverables: List of documents and actions required at completion
8. Form of Board Resolutions: Template board resolutions for approval of the merger
9. Warranties: Detailed warranties given by each party
10. Disclosure Letter: Exceptions and qualifications to the warranties
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