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Merger Implementation Agreement

Merger Implementation Agreement Template for Australia

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Key Requirements PROMPT example:

Merger Implementation Agreement

"I need a Merger Implementation Agreement for the acquisition of an ASX-listed technology company, where the purchaser is a US-based corporation, with FIRB approval requirements and specific provisions for protection of intellectual property assets."

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Document background
The Merger Implementation Agreement (MIA) is a crucial document in Australian corporate transactions, typically used when two companies agree to combine their businesses through a court-approved scheme of arrangement. This agreement is particularly relevant in scenarios involving ASX-listed companies and is structured to comply with Australian corporate law, ASIC regulations, and ASX listing rules. The MIA contains detailed provisions covering all aspects of the merger process, from initial announcement through to implementation, including regulatory approvals, shareholder approval processes, and completion mechanics. It serves as the foundational document that governs the entire merger transaction, establishing binding obligations on all parties and providing a framework for addressing various contingencies that may arise during the implementation period. The agreement is designed to protect the interests of all stakeholders while ensuring compliance with relevant Australian legal and regulatory requirements.
Suggested Sections

1. Parties: Identifies and provides details of the merging entities

2. Background: Sets out the context and purpose of the merger implementation agreement

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement

4. Agreement to Propose Scheme: Sets out the fundamental agreement to propose and implement the merger scheme

5. Conditions Precedent: Lists all conditions that must be satisfied before the merger can proceed

6. Implementation Steps: Details the specific steps and timing for implementing the merger

7. Scheme Consideration: Specifies the consideration to be paid to target shareholders

8. Board Recommendations and Intentions: Documents target board's recommendation and voting intentions

9. Public Announcements: Regulates how and when public announcements about the merger can be made

10. Conduct of Business: Governs how the target business must be conducted during the implementation period

11. Exclusivity: Contains no-shop, no-talk, and related provisions

12. Due Diligence: Sets out the framework for ongoing due diligence

13. Warranties and Representations: Contains warranties and representations from both parties

14. Termination: Specifies circumstances where the agreement can be terminated

15. Duties, Costs and Expenses: Allocates responsibility for transaction costs and expenses

16. GST: Addresses GST treatment of various aspects of the transaction

17. Notices: Specifies how formal notices under the agreement must be given

18. General Provisions: Contains standard boilerplate provisions

Optional Sections

1. Break Fee: Establishes break fee obligations - included when parties agree to have break fees

2. Reverse Break Fee: Establishes reverse break fee obligations - included when bidder agrees to pay a break fee

3. Foreign Investment Approval: Detailed provisions regarding FIRB approval - included when foreign investment approval is required

4. Competition Approval: Detailed provisions regarding ACCC approval - included when competition clearance is required

5. Financing Arrangements: Details of transaction funding - included when bidder requires specific financing arrangements

6. Transition Planning: Framework for planning post-merger integration - included for complex operational integrations

7. Employee Arrangements: Specific provisions regarding employee matters - included when significant employment implications exist

8. Intellectual Property: Special provisions for IP transfer - included when IP is a significant asset

9. Parent Company Guarantee: Guarantee provisions - included when parent company guarantee is required

Suggested Schedules

1. Scheme of Arrangement: The detailed scheme document that will be presented to shareholders

2. Deed Poll: Bidder's deed poll in favor of scheme shareholders

3. Timetable: Detailed timetable for implementation of the scheme

4. Conditions Precedent: Detailed description of all conditions precedent

5. Target's Capital Structure: Details of target's securities, options, and other equity arrangements

6. Prescribed Occurrences: List of events that would trigger termination rights

7. Target Warranties: Detailed warranties given by the target

8. Bidder Warranties: Detailed warranties given by the bidder

9. Target Disclosed Information: List of all information disclosed by target during due diligence

10. Agreed Public Announcements: Forms of agreed announcement regarding the scheme

11. Share Purchase Agreement: Form of agreement for purchase of any special share arrangements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Mining and Resources

Technology

Healthcare

Real Estate

Manufacturing

Retail

Telecommunications

Energy

Infrastructure

Professional Services

Agriculture

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Corporate Development

Finance

Executive Leadership

Board of Directors

Risk and Compliance

Corporate Secretariat

Mergers and Acquisitions

Strategy

Tax

Treasury

Investor Relations

Human Resources

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Head of Mergers & Acquisitions

Managing Director

Board Director

Corporate Development Director

Finance Director

Integration Director

Risk Manager

Compliance Officer

Investment Banker

Corporate Lawyer

Transaction Manager

Due Diligence Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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