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Merger Support Agreement

Merger Support Agreement Template for Australia

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Key Requirements PROMPT example:

Merger Support Agreement

"I need a Merger Support Agreement for a proposed merger between two Australian mining companies, where three major shareholders collectively holding 45% of the target company's shares will provide voting commitments, with completion expected by March 2025."

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Document background
The Merger Support Agreement is a critical document used in Australian merger and acquisition transactions where securing support from key stakeholders is essential for the successful completion of a merger. This agreement typically precedes or accompanies a Scheme Implementation Agreement or Takeover Bid Implementation Agreement and is particularly important when the target company has significant shareholders whose support is crucial for the transaction's success. The document complies with Australian corporate law requirements, including the Corporations Act 2001 (Cth) and relevant ASX Listing Rules for listed entities. It contains detailed provisions regarding voting commitments, share dealing restrictions, exclusivity arrangements, and conditions for termination. The agreement is particularly relevant in situations where early commitment from major shareholders is needed to provide transaction certainty.
Suggested Sections

1. Parties: Identifies all parties to the agreement, including the target company, acquiring company, and any major shareholders providing support

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

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

4. Support Obligations: Details the specific obligations of supporting shareholders/parties, including voting commitments and transfer restrictions

5. Merger Implementation: Outlines the agreed steps and timeline for implementing the merger

6. Conditions Precedent: Lists conditions that must be satisfied before the agreement becomes fully effective

7. Representations and Warranties: Standard representations and warranties from all parties

8. Exclusivity Provisions: No-shop, no-talk, and other exclusivity obligations

9. Termination: Circumstances under which the agreement can be terminated

10. Confidentiality: Obligations regarding confidential information

11. Announcements: Requirements for public announcements about the merger

12. Notices: Process for giving formal notices under the agreement

13. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendment procedures

14. Execution: Execution blocks for all parties

Optional Sections

1. Break Fee: Include when parties agree to break fee arrangements if the merger fails under specific circumstances

2. Reverse Break Fee: Include when the acquirer agrees to pay a fee if they fail to complete under certain circumstances

3. Standstill Provisions: Include when restrictions on acquiring additional shares or seeking board changes are required

4. Employee Matters: Include when specific arrangements for key employees or employee groups are part of the support agreement

5. Tax Provisions: Include when specific tax arrangements or considerations need to be addressed

6. Foreign Investment Approval: Include when foreign investment approval is required for the transaction

7. Competition Approval: Include when specific competition law approval processes need to be addressed

8. Deed of Adherence: Include when additional parties may need to join the agreement later

Suggested Schedules

1. Timetable: Detailed timeline for the merger implementation

2. Form of Scheme Implementation Agreement: Draft or agreed form of the main merger implementation agreement

3. Supporting Shareholders: List of supporting shareholders and their respective shareholdings

4. Agreed Announcement: Form of announcement to be made regarding the merger support agreement

5. Merger Consideration: Details of the consideration to be offered in the merger

6. Required Regulatory Approvals: List of regulatory approvals required for the merger

7. Prohibited Actions: Detailed list of actions prohibited during the support period

8. Form of Proxy: Template proxy form for voting at relevant meetings

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions
















































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Relevant Industries

Financial Services

Mining and Resources

Technology

Healthcare

Telecommunications

Real Estate

Infrastructure

Manufacturing

Retail

Energy

Professional Services

Media and Entertainment

Relevant Teams

Legal

Corporate Development

Finance

Executive Leadership

Board of Directors

Company Secretariat

Investor Relations

Corporate Communications

Risk and Compliance

Human Resources

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Company Secretary

Corporate Development Director

Merger Integration Director

Board Director

Head of Legal

Head of Corporate Development

Investment Relations Manager

Chief Operating Officer

Transaction Manager

Legal Counsel

Corporate Finance 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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