The Company Acquisition Agreement is a crucial document used in mergers and acquisitions transactions in the Philippines, serving as the primary contract that governs the purchase and sale of a company or its shares. This agreement must comply with Philippine legal requirements, including the Revised Corporation Code, Securities Regulation Code, and Philippine Competition Act. It is typically used when one company or individual seeks to acquire ownership of another company, whether through a share purchase, asset purchase, or corporate merger. The document contains detailed provisions covering purchase price, payment mechanisms, warranties and representations, conditions precedent, completion procedures, and post-completion obligations. It also addresses specific Philippine law considerations such as foreign ownership restrictions, mandatory government approvals, and local corporate governance requirements. The agreement often requires input from various stakeholders and usually involves significant due diligence and negotiation before finalization.
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1. Parties: Identification of the buyer, seller, and target company with their complete legal names and addresses
2. Background: Recitals explaining the context of the transaction and brief description of the target company
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold, purchase price, and payment mechanics
5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
6. Pre-Completion Obligations: Obligations of all 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: Statements of fact and assurances from the seller about the target company
9. Limitations on Liability: Limitations on warranty claims and general liability caps
10. Tax Matters: Tax-related provisions, including allocations of liability and tax covenants
11. Confidentiality: Obligations regarding confidential information and announcements
12. Non-Competition and Non-Solicitation: Restrictions on seller's future activities
13. General Provisions: Standard boilerplate provisions including notices, amendments, and governing law
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Employee Matters: Include when specific arrangements for employees are required post-completion
3. Real Property: Include when the target company owns significant real estate assets requiring special provisions
4. Intellectual Property: Include when IP assets are a significant part of the transaction value
5. Environmental Matters: Include when the target company has significant environmental exposure
6. Data Protection: Include when the target company processes significant personal data
7. Foreign Investment Provisions: Include when the transaction involves foreign investors and requires specific compliance measures
8. Regulatory Compliance: Include when specific regulatory approvals or compliance measures are required
1. Schedule 1 - Details of the Target Company: Corporate information, shareholding structure, and subsidiaries
2. Schedule 2 - Properties: List of all owned and leased properties
3. Schedule 3 - Intellectual Property Rights: Details of all IP owned or licensed by the target company
4. Schedule 4 - Material Contracts: List and details of all material contracts
5. Schedule 5 - Employee Information: Details of employees, benefits, and employment agreements
6. Schedule 6 - Warranties: Detailed warranties about the target company's business
7. Schedule 7 - Tax Matters: Specific tax-related warranties and information
8. Schedule 8 - Completion Obligations: Detailed list of actions required at completion
9. Schedule 9 - Permitted Leakage: List of permitted value extractions in locked box deals
10. Appendix A - Form of Resignation Letters: Template resignation letters for outgoing directors
11. Appendix B - Form of Board Resolutions: Template board resolutions required for completion
12. Appendix C - Disclosure Letter: Specific disclosures against the warranties
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