Alaska Corporation Merger Agreement and Approval Packet

ALASKA CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two Alaska domestic business corporations under AS 10.06.530-.560 in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for a 90%-owned subsidiary merger, consolidation, share exchange, foreign constituent, professional corporation, Alaska Native corporation, benefit corporation, nonprofit, regulated entity, cross-entity merger, conversion, or contested-control transaction.

Do not mix statutory routes. AS 10.55.201(c)(1)(A) excludes a merger under AS 10.06.530-.562 from the Alaska Entity Transactions Act route. This packet therefore uses the AS 10.06 articles-of-merger process and not the AS 10.55 statement-of-merger process.

Four records remain separate. Keep the negotiated transaction agreement, statutory plan of merger, board/shareholder approval record, and filed articles of merger as separate closing records. A signed commercial agreement does not itself satisfy the plan, vote, or filing requirements.

1. TRANSACTION CLASSIFICATION

Before drafting:

☐ Confirm both constituents are active Alaska domestic business corporations and reconcile articles, bylaws, stock ledgers, voting agreements, options, warrants, board records, and biennial-report status.

☐ Confirm this is not the at-least-90%-owned subsidiary route under AS 10.06.554-.558 and does not require a foreign, professional, Native-corporation, benefit-corporation, regulated-entity, or AS 10.55 analysis.

☐ Inventory securities, liens, contracts, permits, debt, employee plans, litigation, tax accounts, real property, and foreign qualifications. Obtain third-party and regulatory consents separately.

☐ Run securities, fiduciary-duty, conflicts, tax, antitrust, labor, benefit-plan, privacy, industry, and change-of-control review. This packet supplies no conclusion on those bodies of law.

2. NEGOTIATED TRANSACTION AGREEMENT

This Transaction Agreement is made as of [DATE] among [TARGET] ("Target"), [PARENT] ("Parent"), and [MERGER SUB] ("Merger Sub"). Subject to the attached statutory plan and all required approvals, the parties agree as follows.

2.1 Structure and closing

At the statutory effective time, Merger Sub will merge into Target, Merger Sub's separate existence will cease, and Target will survive. Closing will occur at [TIME / PLACE / REMOTE PROCEDURE] after satisfaction or written waiver of waivable conditions.

The parties will not submit articles of merger until the approval certificate in Section 4 is complete. The closing team will retain the accepted filing, certificate of merger, plan, approvals, notices, and filing receipt.

2.2 Consideration

Schedule 2 must state, for every class or series, the issued and outstanding shares, treatment of each share, consideration, fractional-share treatment, withholding, exchange mechanics, and treatment of treasury, Parent-owned, Merger-Sub-owned, option, warrant, and equity-award interests.

AS 10.06.542 generally requires equal distributions for shares of the same class or series. Do not use disparate treatment unless Alaska counsel documents one of the statute's exceptions: preservation of a federal subchapter-S election, a sound business reason consistent with fiduciary duties, or unanimous shareholder consent.

2.3 Representations and schedules

Each party makes only the representations selected and completed in the disclosure schedules concerning organization, authority, capitalization, financial statements, liabilities, taxes, litigation, contracts, permits, employees and benefits, intellectual property, data, property, compliance, brokers, and absence of conflicts.

State the knowledge standard, materiality standard, disclosure method, bring-down test, survival period, and remedy for every selected representation. No representation is included merely because its topic appears in this checklist.

2.4 Interim covenants

Until closing, Target will operate under the negotiated ordinary-course covenant in Schedule 4. The schedule must identify consent rights, exceptions, access, confidentiality, financing cooperation, employee communications, regulatory filings, shareholder materials, and any solicitation or fiduciary-out terms.

2.5 Conditions

Closing conditions are limited to those selected in Schedule 5, including statutory approvals, required third-party and governmental consents, absence of a prohibitory order, specified representation bring-down standards, covenant performance, and closing deliveries.

Only the protected party may waive a contractual condition. No contractual waiver replaces a statutory vote, notice, dissenters' procedure, or filing requirement.

2.6 Termination and abandonment

Schedule 6 must address mutual termination, outside date, uncured material breach, failed approval, prohibitory order, any superior-proposal route, termination fee, expenses, survival, and consequences.

Under AS 10.06.548, after shareholder approval and before filing, the merger may be abandoned only under provisions stated in the plan. Stop the filing and exchange process immediately if abandonment occurs.

2.7 Risk allocation

If post-closing recourse is intended, Schedule 7 must identify the responsible persons, covered claims, survival periods, baskets, caps, escrow or insurance, claim procedure, third-party-claim control, exclusive-remedy language, and fraud and nonwaivable-law treatment. No indemnity or liability cap applies by default.

2.8 Governing law and dispute forum

Alaska law governs this agreement. Arbitration is excluded. This packet does not select a court or waive a jury. Alaska counsel must draft any dispute-forum provision only after identifying the claims, parties, subject-matter and personal jurisdiction, venue, service requirements, and jury-demand procedure that apply.

3. EXHIBIT A — STATUTORY PLAN OF MERGER

Each constituent board must approve the plan by resolution before it is submitted to shareholders.

PLAN OF MERGER

1. Constituents and survivor. The constituents are [TARGET] and [MERGER SUB], each an Alaska domestic business corporation. Merger Sub will merge into Target, and Target will survive.

2. Terms and conditions. The merger will occur on the terms stated here and in the Transaction Agreement dated [DATE]. If a conflict concerns a matter required by AS 10.06.532, this statutory plan controls for the filed merger record unless Alaska counsel documents another lawful treatment.

3. Share conversion.

4. Articles changes. Target's articles will: ☐ remain unchanged; or ☐ be amended exactly as stated in Attachment A.

5. Additional provisions. [Insert reviewed statutory terms only. Commercial representations, conditions, indemnities, and disclosure schedules remain in the Transaction Agreement.]

6. Abandonment. Before filing, the boards may abandon the merger only as follows: [EXACT PROCEDURE, AUTHORITY, AND CONSEQUENCES].

7. Effective time. The merger will become effective upon issuance of the certificate of merger or on [LATER DATE], which must fall within the period allowed by AS 10.06.560.

The plan must include every item required by AS 10.06.532: constituent and survivor names; terms and conditions; the manner and basis of share conversion; surviving-articles changes; and any additional desired provisions.

4. APPROVAL RECORD

4.1 Board resolutions

4.2 Meeting notice under AS 10.06.544

For each constituent:

☐ Give written notice to every shareholder of record, including holders whose shares lack voting rights under the articles, at least 20 days before the annual or special meeting.

☐ State that considering the proposed merger plan is a purpose of the meeting.

☐ Include a copy or summary of the plan and copies of AS 10.06.574 and AS 10.06.576.

4.3 Shareholder and class vote under AS 10.06.546

Each outstanding share may vote on the plan even if the articles otherwise deny voting rights. The ordinary merger threshold is the affirmative vote of at least two-thirds of the outstanding shares of each constituent.

If a class is entitled to vote separately because the plan contains a provision that would create a class vote if placed in an articles amendment, approval also requires at least two-thirds of the outstanding shares of each voting class and at least two-thirds of the total shares entitled to vote.

5. DISSENTING-SHAREHOLDER WORKFLOW

Classify rights before notices are sent. AS 10.06.574 generally grants dissent rights for a merger but excludes shareholders of a surviving corporation whose vote is unnecessary and, unless the articles provide otherwise, holders of a class or series registered on a national securities exchange on the voting record date.

5.1 Eligibility and pre-meeting objection

An eligible holder ordinarily must file a written objection before or at the meeting. The objection must state the election to dissent, holder's name and residence address, number and classes of shares, and demand for fair value. A holder who did not receive required meeting notice is not subject to that pre-meeting objection requirement.

5.2 Statutory calendar

The offer package must include the financial statements, dissenting-share counts, and statutory copies required by AS 10.06.578(b). After completion, make or condition the advance payment as required by AS 10.06.578(c)-(e). Track the distribution restrictions in AS 10.06.578(g).

If valuation proceeds under AS 10.06.580, fair value is measured at the close of business on the day before the approving vote. The court determines eligibility, value, interest, and any permitted cost or fee allocation. Do not state a guaranteed valuation, discount, interest rate, or fee award.

6. ARTICLES OF MERGER AND FILING

After approval, prepare articles of merger under AS 10.06.550. They must state:

☐ the complete plan of merger;

☐ outstanding shares of each corporation and each separately voting class; and

☐ shares voted for and against the plan, including each separately voting class.

Each constituent must execute through its president or vice president and secretary or assistant secretary.

Deliver an original and exact copy to the commissioner under AS 10.06.552. The current Division form is 08-404, Articles of Merger — Domestic Business Corporation. As verified on 2026-07-29, the Division lists a $25 nonrefundable filing fee and warns that a filing will not be accepted if a biennial report is due or officials/shareholders are not current in its records.

Filing checklist

☐ Current Form 08-404 and instructions rechecked immediately before filing.

☐ Plan attached and reconciled to the signed Transaction Agreement.

☐ Outstanding-share and vote figures reconcile to ledgers and minutes.

☐ President/vice-president and secretary/assistant-secretary signatures obtained for each constituent.

☐ Original, exact copy, fee, and delivery method confirmed with the Division.

☐ If an alien affiliate exists, AS 10.06.564 disclosure delivered at least 20 days before consummation.

Under AS 10.06.560, the merger becomes effective when the commissioner issues the certificate of merger or on a qualifying later date stated in the plan. At effectiveness, the disappearing corporation ceases separately; rights and property vest in the survivor; liabilities remain with the survivor; creditor rights and liens are preserved; and stated articles changes take effect.

7. CLOSING RECORD

☐ Transaction Agreement and completed schedules

☐ Statutory Plan of Merger

☐ Board resolutions and shareholder/class meeting record

☐ Meeting notices, mailing evidence, plan copy/summary, and statutory dissenters' copies

☐ Dissent-rights eligibility analysis, objections, elections, certificates, offers, payments, and litigation calendar

☐ Signed articles, accepted filing, certificate of merger, and receipt

☐ Consideration exchange and withholding ledger

☐ Tax, payroll, licensing, title, contract, account, benefit-plan, insurance, foreign-registration, and records-retention workplan

SOURCES AND REFERENCES

• Alaska Department of Commerce — Corporations statutes and regulations, revised June 26, 2026
• Alaska Division of Corporations — Form 08-404, Articles of Merger for Domestic Business Corporations

Statutory text, approval thresholds, dissenters' procedure, filing architecture, and current form fee were verified against official Alaska sources on 2026-08-09. Recheck the live form, fee, entity status, and any post-June-2026 session law immediately before use.