Company Merger Agreement Template for Australia

The Company Merger Agreement is a fundamental transaction document used in Australian corporate consolidations to legally combine two or more separate business entities into a single organization. This agreement is essential when companies seek to combine their operations, assets, and workforces through a formal merger structure under Australian law. It must comply with the Corporations Act 2001, Competition and Consumer Act 2010, and other relevant Australian legislation. The document encompasses all crucial aspects of the merger transaction, including detailed terms of the combination, purchase price or share exchange ratios, conditions precedent, regulatory approval requirements, warranties, and post-merger integration provisions. It's particularly important in transactions requiring ACCC approval, FIRB clearance for foreign investments, or specific industry regulatory consents. The agreement serves as the primary reference point for all stakeholders throughout the merger process and subsequent integration phase.

1. Parties: Identifies and defines the merging entities, including their legal names, registration details, and registered offices

2. Background: Sets out the context of the merger, brief description of each company's business, and the intention to merge

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

4. Structure of the Merger: Details the legal mechanism of the merger, whether by share acquisition, asset purchase, or scheme of arrangement

5. Purchase Price and Consideration: Specifies the merger consideration, including payment structure, share exchange ratios, or other forms of consideration

6. Conditions Precedent: Lists conditions that must be satisfied before the merger can complete, including regulatory approvals and third-party consents

7. Pre-Completion Obligations: Specifies conduct of business requirements between signing and completion

8. Due Diligence: Outlines the due diligence process and information sharing requirements

9. Representations and Warranties: Contains statements of fact and assurances from both parties about their business, assets, and liabilities

10. Completion Mechanics: Details the steps for completion, including timing, location, and actions required

11. Post-Completion Integration: Outlines the process for integrating the businesses after completion

12. Employee Matters: Addresses treatment of employees, including transfers, redundancies, and benefit arrangements

13. Indemnities: Sets out the indemnification obligations of each party

14. Termination Rights: Specifies circumstances under which the agreement can be terminated

15. Confidentiality: Governs the treatment of confidential information exchanged during the merger process

16. Announcements: Controls public statements and announcements about the merger

17. Dispute Resolution: Establishes procedures for resolving disputes

18. General Provisions: Contains standard boilerplate provisions including governing law, notices, and amendments