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Business Acquisition Term Sheet Template for Australia

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Key Requirements PROMPT example:

Business Acquisition Term Sheet

"I need a Business Acquisition Term Sheet for the purchase of a technology company's shares, with completion targeted for March 2025, including specific provisions for intellectual property rights and key employee retention arrangements."

Document background
A Business Acquisition Term Sheet is a crucial preliminary document used in the early stages of a business acquisition process in Australia. It is typically prepared after initial discussions between parties but before detailed due diligence and definitive agreements. The document captures the essential commercial and legal terms of the proposed transaction, including structure, pricing, conditions, and timing, while usually remaining non-binding except for specific provisions. It serves multiple purposes: documenting the parties' understanding, providing a roadmap for due diligence and detailed documentation, and identifying key issues requiring resolution. The term sheet must consider Australian regulatory requirements, including those under the Corporations Act 2001 (Cth), Competition and Consumer Act 2010 (Cth), and where applicable, Foreign Investment Review Board (FIRB) approval requirements.
Suggested Sections

1. Parties: Identification of the buyer, seller, and target business/company, including their registered details and addresses

2. Background: Brief context of the proposed transaction and current ownership structure of the target

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Whether the deal is a share sale, asset sale, or other structure, including proposed ownership post-completion

5. Purchase Price: Proposed consideration, including amount, form (cash, shares, etc.), and payment terms

6. Key Conditions Precedent: Essential conditions that must be satisfied before completion, such as regulatory approvals and due diligence

7. Due Diligence: Scope, timeline, and process for conducting due diligence

8. Timing: Key dates including due diligence period, definitive agreement signing, and expected completion

9. Exclusivity: Terms of exclusive negotiation period, if applicable

10. Confidentiality: Obligations regarding confidential information and public announcements

11. Costs: Allocation of transaction costs between parties

12. Non-Binding Nature: Clear statement of which provisions are non-binding vs. binding

Optional Sections

1. Post-Completion Management: Include when there are specific arrangements for management retention or changes post-acquisition

2. Employee Matters: Include when there are significant employment considerations or specific arrangements for key employees

3. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

4. Break Fee: Include when parties agree to a break fee for transaction termination

5. Intellectual Property: Include when IP assets are a crucial part of the transaction

6. Pre-Completion Restructuring: Include when corporate restructuring is required before completion

7. Warranty and Indemnity Insurance: Include when W&I insurance is contemplated

8. Related Party Arrangements: Include when there are significant related party contracts or arrangements to be addressed

Suggested Schedules

1. Corporate Structure Chart: Current and proposed corporate structure diagrams

2. Key Assets Schedule: List of material assets included in the transaction

3. Purchase Price Calculation: Detailed breakdown of purchase price components and adjustments

4. Key Contracts: List of material contracts requiring consent or special treatment

5. Required Consents: List of third-party and regulatory consents required

6. Key Employees: List of key employees and proposed retention arrangements

7. Timetable: Detailed transaction timetable with key milestones and deadlines

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






































Clauses































Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Healthcare

Mining and Resources

Real Estate

Professional Services

Agriculture

Construction

Education

Transport and Logistics

Energy and Utilities

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Executive Leadership

Business Development

Tax

Compliance

Risk Management

Corporate Secretariat

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Investment Director

Managing Director

Head of Mergers & Acquisitions

Business Development Manager

Finance Director

Legal Counsel

Commercial Director

Strategy Director

Transaction Manager

Due Diligence Manager

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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