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A Letter of Intent to Purchase Shares is a crucial preliminary document used in the early stages of share acquisition transactions in Belgium. It serves as a roadmap for the proposed transaction, documenting the parties' initial understanding and commitment to negotiate in good faith. This document is typically prepared after initial discussions but before detailed due diligence and final negotiations, combining elements of Belgian corporate law with international M&A practices. While most provisions are non-binding, certain elements such as confidentiality, exclusivity, and expense allocation are usually binding. The document helps parties align their expectations, establish a framework for due diligence, and set out key commercial terms, while complying with Belgian legal requirements and business customs. It's particularly valuable in complex transactions where multiple stakeholders are involved and where a clear structure for negotiations is needed.

1. Date and Parties: Identification of the parties, including full legal names, registration numbers, and registered addresses of both the potential seller(s) and buyer(s)

2. Introduction/Subject: Brief statement indicating this is a Letter of Intent regarding the proposed purchase of shares

3. Target Company Information: Details of the company whose shares are being considered for purchase, including legal name, registration number, and share capital structure

4. Transaction Overview: High-level description of the proposed transaction, including number/percentage of shares to be purchased

5. Proposed Purchase Price: Indication of the proposed purchase price or price range, including any price adjustment mechanisms

6. Due Diligence: Overview of the proposed due diligence process, timeline, and scope

7. Timeline: Proposed schedule for completing the due diligence, negotiations, and closing of the transaction

8. Exclusivity: Terms of exclusivity period during which the seller cannot negotiate with other parties

9. Confidentiality: Binding provisions regarding the confidential treatment of information exchanged

10. Costs and Expenses: Statement on how costs related to the transaction will be handled

11. Binding Nature: Clear statement specifying which provisions are binding and which are non-binding

12. Governing Law: Specification that Belgian law governs the letter and any disputes arising from it

13. Signatures: Signature blocks for authorized representatives of all parties