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Merger And Acquisition Term Sheet Template for Australia

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Key Requirements PROMPT example:

Merger And Acquisition Term Sheet

"I need a Merger and Acquisition Term Sheet for the proposed acquisition of a mid-sized Australian technology company, with a planned completion date of March 2025, including specific provisions for intellectual property rights and an earnout mechanism for the founding team."

Document background
A Merger And Acquisition Term Sheet is a crucial preliminary document used in the early stages of corporate transactions in Australia. It serves as a roadmap for the proposed deal, documenting the parties' initial understanding of key commercial terms and conditions. While primarily non-binding, it typically includes certain binding provisions such as confidentiality, exclusivity, and break fees. The document is used after initial discussions but before detailed due diligence and definitive agreements, helping to identify potential deal-breakers early and streamline negotiations. It must comply with Australian corporate regulations, including the Corporations Act 2001 and, where applicable, ASX Listing Rules and FIRB requirements. This document forms the basis for lawyers to draft comprehensive transaction documents and for other advisors to structure the deal effectively.
Suggested Sections

1. Parties: Identification of all parties involved in the transaction, including the buyer, seller, and target company

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

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Outline of the proposed structure (share sale, asset sale, merger) and key steps

5. Purchase Price: Details of consideration, including amount, form of payment, and any adjustments

6. Payment Terms: Timeline and method of payment, including any deferred consideration or earnouts

7. Key Conditions Precedent: Essential conditions that must be met before the transaction can proceed

8. Due Diligence: Scope, timeline, and process for due diligence investigation

9. Exclusivity: Terms of exclusive negotiation period and any break fees

10. Confidentiality: Provisions regarding confidential information and public announcements

11. Binding Provisions: Specification of which terms are legally binding

Optional Sections

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

2. Earn-out Provisions: Structure of performance-based additional payments, included when part of purchase price is contingent on future performance

3. Environmental Matters: Specific provisions for environmental liabilities and compliance, necessary for industries with significant environmental impact

4. Intellectual Property: Special provisions for IP transfer and protection, crucial for technology or brand-focused businesses

5. Real Estate: Specific provisions for real property transfers or leases, included when significant real estate assets are involved

6. Regulatory Approvals: Detailed requirements for specific regulatory clearances, needed for regulated industries or large transactions

7. Financing Conditions: Details of financing arrangements and conditions, included when purchase is subject to financing

8. Tax Structure: Specific tax planning provisions, included when tax efficiency is a key consideration

Suggested Schedules

1. Purchase Price Calculation: Detailed methodology for calculating the final purchase price, including adjustments

2. Assets Schedule: List of key assets included in the transaction (for asset sales)

3. Excluded Assets and Liabilities: List of specific assets and liabilities excluded from the transaction

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

5. Required Consents: List of third-party consents required for the transaction

6. Key Employees: List of key employees and any special arrangements

7. Timeline: Detailed timeline of key dates and milestones for the transaction

8. Due Diligence Checklist: Preliminary list of required due diligence items

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

Technology

Manufacturing

Real Estate

Healthcare

Mining and Resources

Retail

Professional Services

Energy

Infrastructure

Telecommunications

Agriculture

Transport and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Strategy

Executive Leadership

Business Development

Mergers & Acquisitions

Tax

Treasury

Risk Management

Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Development Director

General Counsel

Head of Strategy

Investment Director

Mergers & Acquisitions Director

Business Development Manager

Financial Controller

Legal Counsel

Transaction Manager

Due Diligence Manager

Integration Manager

Board Members

Company Secretary

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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