With respect to mergers and acquisitions, agreements are often used in friendly and non-hostile acquisitions of all outstanding shares of a company by an acquirer, including “going private” transactions in which the shares of a limited company are acquired. They are also used for the acquisition of shares of non-public companies, especially when shares are widespread. If necessary, make it easier to holdbacks and modifications. Another advantage of an arrangement transaction is that it may be easier to limit all Target Company shareholders by Holdback provisions if the purchaser insists that a portion of the purchase price be withheld for a certain period of time until the accuracy of the insurance and guarantees of the target company is established, without all shareholders being required to execute a contractual agreement. , as well as facilitating possible future changes to certain conditions without the consent of any shareholder participating in an acquisition agreement. Under the agreement and in accordance with the plan of arrangement (the “Plan of Arrangement”), among others: The terms of an agreement have generally been disputed between the purchaser and the management of the target company and are stipulated in an “agreement of agreement”. Such an agreement sets the price to be paid for the acquisition of share acquisitions, the terms before the transaction is completed, and the insurance and guarantees of the target company, such as a share purchase agreement for the acquisition of shares in a private company. If the consideration for the acquisition of shares in a target company includes shares of the Acquiror, the agreement generally includes insurance and guarantees from the Acquiror, similar to those contained in a share purchase agreement. [1] Like share purchase agreements, agreements often contain exclusivity clauses (often referred to as “no shop”). [2] Single-step acquisition without shareholder duty.

In the context of the merger and acquisition, the agreements may allow a buyer to acquire 100% of the shares of a target company without having to enter into a share purchase agreement with each shareholder or issue an offer accepted by each shareholder. Instead, an acquiror enters into an “agreement of agreement” with the target company that proposes a plan of arrangement. The plan of the agreement must be approved by a specific decision of the shareholders of the target company (as a rule, two-thirds of the votes of the voting shares) either at a shareholder meeting or under decisions approved in writing by all shareholders. If the plan for the agreement is approved and approved by the court (see below), it is mandatory for all shareholders of the target company, including those who may not have voted in favour or voted against it. [2] In addition, in the case of transaction transactions, it is customary, particularly where the target company is a limited company, that the agreement to pay a “break tax” to the purchaser provides that if the transaction is not concluded for various reasons (for example. B, where a competing transaction can be entered into in place of another purchaser). flexibility. In addition, a plan of arrangement allows for great flexibility in the structuring of the operation, including the opening of multi-level transactions with more than the acquisition of shares (e.g.B. disposals or acquisitions of assets, reorganization of capital structures or mergers or any other fundamental change), and the possibility of allowing the acquisition or payment of options or other rights to acquire shares of the target company as part of a single process. , and the specification of a sequencing defined for the completion of the various steps (often useful for tax planning).