Business Acquisition Agreement

Business Acquisition Agreement Template for Denmark

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Document background

The Business Acquisition Agreement is a fundamental transaction document used in mergers and acquisitions in Denmark. It is required when one entity intends to acquire another business, whether through a share purchase or asset purchase structure. The agreement must comply with Danish legal requirements, including the Danish Companies Act, Competition Act, and relevant EU regulations. It typically contains detailed provisions covering the transaction structure, purchase price mechanisms, warranties and indemnities, conditions precedent, and completion mechanics. The document is crucial for both private and public company acquisitions, though requirements may vary depending on the transaction size and complexity. It serves as the primary reference point for all parties involved in the transaction and forms the basis for any post-completion disputes or warranty claims.

Suggested Sections

1. Parties: Identification of the buyer and seller, including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, including brief description of the target business and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement, ensuring consistent interpretation

4. Sale and Purchase: Core transaction terms, including what is being sold (shares/assets) and the basic agreement to sell and purchase

5. Purchase Price: Detailed description of the consideration, including amount, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing the transaction, including timing, location, and actions required

9. Warranties: Seller's representations and warranties about the business, assets, and liabilities

10. Limitations on Seller's Liability: Limitations on warranty claims and other liability, including caps, thresholds, and time limits

11. Tax Covenants: Specific provisions relating to tax matters and allocation of tax liabilities

12. Confidentiality: Obligations regarding confidential information and announcements

13. Non-Competition and Non-Solicitation: Restrictions on seller's competitive activities post-completion

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, and jurisdiction

Optional Sections

1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

2. Employee Matters: Include when specific arrangements for key employees or general workforce transfer need to be addressed

3. Intellectual Property Rights: Include when IP assets are a significant part of the transaction

4. Real Estate: Include when the business owns or leases significant real estate assets

5. Environmental Matters: Include when the business has significant environmental risks or compliance obligations

6. Pensions: Include when dealing with transfer of pension schemes or obligations

7. Transitional Services: Include when seller will provide services to the business post-completion

8. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances

Suggested Schedules

1. Target Company Details: Complete corporate information about the target company

2. Properties: List and details of all owned and leased properties

3. Intellectual Property: Schedule of all IP rights owned or licensed by the business

4. Material Contracts: List and copies of key business contracts

5. Employees: Details of all employees including key terms of employment

6. Warranty Schedule: Detailed warranties and any disclosed exceptions

7. Completion Requirements: Detailed list of documents and actions required at completion

8. Purchase Price Adjustment Mechanics: Detailed procedures for any post-completion price adjustments

9. Permitted Leakage: In case of locked box mechanism, list of permitted value extractions

10. Data Room Index: Index of due diligence materials provided

11. Third Party Consents: List of required third party consents and regulatory approvals

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