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An Acquisition Agreement outlines the terms and conditions when one company buys another company or its assets in Indonesia. This legally binding contract spells out what's being bought, the purchase price, payment terms, and how the transaction will happen under Indonesian Company Law No. 40/2007.

The agreement protects both buyers and sellers by clearly stating each party's rights and responsibilities, including warranties, representations, and post-closing obligations. It must comply with Indonesia's Investment Law and often requires approval from the Investment Coordinating Board (BKPM), especially when foreign investors are involved. Key elements typically include due diligence findings, employee matters, and regulatory compliance requirements.

Use an Acquisition Agreement when buying or selling a company, its assets, or significant ownership stakes in Indonesia. This becomes essential during corporate mergers, business expansions, or when acquiring specific business units. The agreement proves particularly important for transactions requiring BKPM approval or involving foreign investment under Indonesian investment laws.

Time your Acquisition Agreement early in the negotiation process, ideally after initial terms are agreed but before detailed due diligence begins. This allows both parties to outline key terms, deal structure, and contingencies while maintaining legal protection throughout the acquisition process. The agreement becomes crucial for cross-border deals, regulated industries, or transactions exceeding certain value thresholds.

• Merger And Acquisition Agreement: Most comprehensive type, used for complete business combinations under Indonesian Company Law
• Asset Acquisition Agreement: Focuses specifically on purchasing selected business assets rather than entire companies
• Acquisition Term Sheet: Initial document outlining key deal terms before detailed agreements
• Acquisition Purchase Agreement: Standard version for straightforward company purchases
• Land Purchase Letter Of Intent: Preliminary agreement specifically for real estate acquisitions

• Corporate Buyers/Sellers: Companies or business owners engaging in the acquisition transaction, who must sign and comply with the agreement's terms
• Legal Counsel: Indonesian lawyers who draft and review Acquisition Agreements to ensure compliance with local laws and protect client interests
• Investment Coordinating Board (BKPM): Reviews and approves agreements involving foreign investment or certain regulated sectors
• Corporate Secretaries: Handle documentation, compliance, and coordinate between parties during the acquisition process
• Financial Advisors: Assist in valuation, due diligence, and structuring the financial terms of the acquisition

• Company Details: Gather complete legal names, registration numbers, and addresses of all parties involved in the acquisition
• Asset Information: Document specific assets, properties, or shares being transferred, including clear valuations and descriptions
• Due Diligence: Collect financial statements, licenses, permits, and material contracts of the target company
• Regulatory Requirements: Check BKPM guidelines and sector-specific regulations that apply to your transaction
• Payment Structure: Define purchase price, payment terms, and any earn-out or adjustment mechanisms
• Timeline Planning: Set clear closing dates, conditions precedent, and post-closing obligations

• Party Identification: Full legal names, addresses, and registration numbers of buyer and seller entities
• Transaction Details: Clear description of assets or shares being acquired, including purchase price and payment terms
• Representations & Warranties: Statements about company condition, ownership, and legal compliance
• Conditions Precedent: Required approvals from BKPM, other regulatory bodies, and completion requirements
• Governing Law: Explicit statement choosing Indonesian law and preferred dispute re����ֱ�� method
• Closing Mechanics: Detailed process for completing the transaction and transferring ownership
• Indemnification: Protection clauses for both parties against potential losses or breaches

Let's compare an Acquisition Agreement with a Business Purchase Agreement, as they're often confused in Indonesian business transactions. While both deal with buying businesses, they serve different purposes and have distinct scopes.

• Business Purchase Agreement: Typically used for smaller, straightforward business sales, focusing mainly on tangible assets and basic operational transfers
• Scope of Coverage: Acquisition Agreements are more comprehensive, covering corporate restructuring, share transfers, and complex regulatory requirements, especially for listed companies or foreign investments requiring BKPM approval
• Legal Complexity: Acquisition Agreements include detailed representations, warranties, and indemnities, plus specific provisions for corporate governance and regulatory compliance
• Transaction Size: Business Purchase Agreements suit small to medium-sized transactions, while Acquisition Agreements handle larger, more complex corporate combinations