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The M&A Case Study Experiment - Part 1
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<blockquote data-quote="ubklu" data-source="post: 129819" data-attributes="member: 11760"><p>Response 1</p><p></p><p>Immersive is popular among game developers. Buying Immersive will allow Digion to integrate Immersive’s services to its own platform and attract the developers that use Immersive onto Digion’s platform. The transaction would be a step to fulfilling Digion’s business objectives of creating a platform that makes online game development efficient, effective, and accessible for developers, through the incorporation of Immersive’s popular services.</p><p></p><p>Response 2</p><p></p><p>I would advise Elena to get further information from HR about what type of contact Tristan Tylor has been making with Digion’s employees. We will be able to provide Elena with better advice once we know the nature of Tristan’s conversations with Digion’s employees.</p><p></p><p>Regarding the poaching. I would advise Elena to include a non-compete clause in the purchase agreement to prevent Tristan from poaching both Digion and Immersive’s employees.</p><p></p><p>Response 3</p><p></p><p>The purpose of Clause 5 is to set out Digion’s intention to acquire Immersive provided that certain conditions are met including due diligence on Immersive.</p><p></p><p>Response 4</p><p></p><p>Agree to a period for due diligence to be carried out to avoid a too in-depth investigation by the buyer in the due diligence process</p><p></p><p>Include a claim period in the agreement to limit claims e.g. the warranty or indemnity will be valid for the 5 years after completion of the transaction. This way the seller will not be liable for any indemnities or warranties that arise after the specified period following completion.</p><p></p><p>Response 5</p><p></p><p>Digion is a multi-jurisdictional company therefore, it will be necessary for them to identify which jurisdiction will handle disputes that arise in this transaction. Moreover, Immersive a Frankfurt-based company is in a different jurisdiction to Digiona and is under the jurisdiction of EU courts. By setting out that the '<em>the courts of England have exclusive jurisdiction to settle any dispute’, </em>Digion can ensure that disputes are handled under one jurisdiction.</p></blockquote><p></p>
[QUOTE="ubklu, post: 129819, member: 11760"] Response 1 Immersive is popular among game developers. Buying Immersive will allow Digion to integrate Immersive’s services to its own platform and attract the developers that use Immersive onto Digion’s platform. The transaction would be a step to fulfilling Digion’s business objectives of creating a platform that makes online game development efficient, effective, and accessible for developers, through the incorporation of Immersive’s popular services. Response 2 I would advise Elena to get further information from HR about what type of contact Tristan Tylor has been making with Digion’s employees. We will be able to provide Elena with better advice once we know the nature of Tristan’s conversations with Digion’s employees. Regarding the poaching. I would advise Elena to include a non-compete clause in the purchase agreement to prevent Tristan from poaching both Digion and Immersive’s employees. Response 3 The purpose of Clause 5 is to set out Digion’s intention to acquire Immersive provided that certain conditions are met including due diligence on Immersive. Response 4 Agree to a period for due diligence to be carried out to avoid a too in-depth investigation by the buyer in the due diligence process Include a claim period in the agreement to limit claims e.g. the warranty or indemnity will be valid for the 5 years after completion of the transaction. This way the seller will not be liable for any indemnities or warranties that arise after the specified period following completion. Response 5 Digion is a multi-jurisdictional company therefore, it will be necessary for them to identify which jurisdiction will handle disputes that arise in this transaction. Moreover, Immersive a Frankfurt-based company is in a different jurisdiction to Digiona and is under the jurisdiction of EU courts. By setting out that the '[I]the courts of England have exclusive jurisdiction to settle any dispute’, [/I]Digion can ensure that disputes are handled under one jurisdiction. [/QUOTE]
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