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Business Acquisition Term Sheet Template for United Arab Emirates

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Key Requirements PROMPT example:

Business Acquisition Term Sheet

"I need a Business Acquisition Term Sheet for the purchase of a Dubai-based technology company, with particular attention to intellectual property rights and employee retention provisions, targeting completion by March 2025."

Document background
The Business Acquisition Term Sheet is a crucial preliminary document used in mergers and acquisitions transactions in the United Arab Emirates. It serves as a roadmap for the proposed transaction, outlining key commercial and legal terms while ensuring compliance with UAE legislation, including the Commercial Companies Law and Foreign Direct Investment Law. This document is typically prepared after initial discussions between parties but before detailed due diligence and definitive agreements. While mostly non-binding (except for specific provisions like confidentiality and exclusivity), it captures the parties' intentions and sets the framework for negotiating the final transaction documents. The term sheet addresses essential elements such as transaction structure, valuation, conditions precedent, and timing, while considering UAE-specific requirements such as foreign ownership restrictions and regulatory approvals.
Suggested Sections

1. Parties: Identification of buyer, seller, and target company with full legal names and registration details

2. Background: Brief description of the transaction context and parties' intentions

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Proposed structure of the acquisition (share purchase, asset purchase, etc.)

5. Purchase Price: Proposed consideration and payment terms

6. Key Assets: Description of main assets included in the transaction

7. Due Diligence: Framework and timeline for due diligence process

8. Conditions Precedent: Key conditions that must be met before closing

9. Timeline: Proposed schedule for key transaction milestones

10. Exclusivity: Terms of exclusive negotiation period

11. Confidentiality: Binding provisions regarding confidential information

12. Governing Law: Specification of UAE law as governing law

13. Binding Effect: Clear statement of which provisions are binding vs. non-binding

Optional Sections

1. Management and Employment: Terms regarding key management retention and employment arrangements, used when management continuity is crucial

2. Regulatory Approvals: Specific requirements for regulatory clearances, included when transaction requires competition law or other regulatory approval

3. Foreign Ownership Provisions: Specific structures to comply with UAE foreign ownership restrictions, needed for foreign buyers

4. Post-Closing Covenants: Key post-closing obligations, included for complex integrations

5. Break Fee: Terms of break fee or expense reimbursement, included in larger transactions

6. Earnout: Structure of any contingent payment arrangements, used when parties cannot agree on fixed valuation

7. Free Zone Requirements: Specific provisions for free zone companies, included if target is in a free zone

Suggested Schedules

1. Schedule A - Purchase Price Calculation: Detailed breakdown of purchase price components and adjustments

2. Schedule B - Key Assets List: Comprehensive list of material assets included in the transaction

3. Schedule C - Due Diligence Requirements: Detailed list of required due diligence items and documentation

4. Schedule D - Transaction Timeline: Detailed timeline with specific dates and milestones

5. Schedule E - Key Employees: List of key employees and proposed retention terms

6. Appendix 1 - Corporate Structure: Current and proposed post-closing corporate structure diagrams

7. Appendix 2 - Required Consents: List of required third-party and regulatory consents

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions























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Relevant Industries

Financial Services

Real Estate

Technology

Manufacturing

Retail

Healthcare

Energy

Transportation & Logistics

Hospitality

Professional Services

Construction

Media & Entertainment

Telecommunications

Education

Relevant Teams

Legal

Finance

Corporate Development

Strategy

Business Development

Mergers & Acquisitions

Executive Leadership

Commercial

Treasury

Risk Management

Compliance

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Corporate Development Director

Investment Director

Legal Counsel

M&A Manager

Business Development Manager

Financial Controller

Strategy Director

Commercial Director

Board Member

Company Secretary

Integration Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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