Document background
The Merger and Acquisition Agreement is a fundamental document used in corporate transactions where one company seeks to acquire or merge with another entity in New Zealand. This agreement serves as the primary transaction document that governs the entire acquisition process, from initial terms through to completion and post-completion obligations. It is essential for transactions falling under New Zealand jurisdiction and must comply with local regulatory requirements including the Companies Act 1993, Takeovers Code (where applicable), and Commerce Act 1986. The agreement typically includes detailed provisions on purchase price mechanisms, warranties and indemnities, conditions precedent, conduct of business before completion, and completion mechanics. It requires careful consideration of New Zealand-specific elements such as Overseas Investment Act implications for foreign investors, employee protection under local employment law, and competition law considerations.
