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A Glossary of Necessary Documents for Packaging Merger Transactions

Necessary Documents for Packaging Merger Transaction

i)         Exclusivity Agreement: this is executed where the target company agrees not to sell its assets or shares to anyone else during a period of time set by the parties. This document is relevant in the purchase of public companies.

ii)       Memorandum of Understanding: this document is necessary when parties reach an agreement about the terms of transaction but before drafting the binding agreement.

iii)      Confidentiality Agreement: this is a document that is primarily binding and it constitutes the parties agreement in respect of the way information and document will be handled. It also constitutes issues about disclosure and disposition after the deal proceeds.

iv)      Representation and Warranties: these documents are needed to be obtained in order to indemnify the other party against untrue or false statements upon which that other party has acted and as a result of which action he has suffered some loss.

v)       The Merger Agreement: this document provides a mechanism for adjusting the exchange ratio in the event that at post merger, any of the representations made by a party is untrue and materially affects the agreed valuation and exchange ratio.

vi)      Technical Implementation Agreement (TIA).

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