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Acquisition Letter Of Intent
"I need an Acquisition Letter of Intent for purchasing a mid-sized software development company in Toronto, with a proposed closing date of March 2025 and a 60-day exclusivity period; the LOI should include specific provisions for retaining key technical employees."
1. Date and Parties: Opening of letter identifying the date and full legal names and addresses of both parties (buyer and seller)
2. Introduction: Brief statement of intent to acquire the target business/assets
3. Transaction Overview: High-level description of the proposed transaction structure and what is being acquired
4. Purchase Price: Proposed purchase price, including any adjustments, earnouts, or payment structures
5. Key Terms: Essential commercial terms including timing, conditions precedent, and any major assumptions
6. Due Diligence: Outline of the due diligence process, timeline, and access requirements
7. Exclusivity: Period during which the seller cannot negotiate with other potential buyers
8. Confidentiality: Reference to existing or included confidentiality provisions
9. Timeline: Key dates and proposed closing timeline
10. Binding/Non-binding Provisions: Clear statement of which provisions are binding and non-binding
11. Closing: Signature blocks and formal closing of the letter
1. Break Fee: Terms of any break fee payable if either party terminates negotiations, used in larger transactions
2. Financing: Details of how the acquisition will be financed, included if financing is a key condition
3. Employee Matters: Key terms regarding retention of employees, if this is a critical aspect of the deal
4. Regulatory Approvals: Listed if specific regulatory approvals are required for the transaction
5. Governing Law: Specification of applicable law and jurisdiction, included if parties are in different jurisdictions
6. Costs: Agreement on who bears transaction costs, included for larger transactions
7. Material Adverse Change: Conditions under which the buyer can withdraw, included for longer negotiation periods
1. Assets Schedule: Preliminary list of key assets to be acquired
2. Price Calculation: Details of purchase price calculation methodology and adjustments
3. Timeline Schedule: Detailed timeline of key dates and milestones
4. Due Diligence Requirements: List of required due diligence items and information
5. Key Employees: List of key employees and any special arrangements
6. Required Consents: List of third-party consents needed for the transaction
Authors
Technology
Manufacturing
Financial Services
Real Estate
Healthcare
Retail
Energy
Mining
Telecommunications
Professional Services
Agriculture
Transportation
Construction
Media and Entertainment
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Strategy
Tax
Risk Management
Corporate Secretary Office
Business Development
Due Diligence
Integration
Compliance
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Development Director
Mergers & Acquisitions Director
Business Development Manager
Investment Banker
Corporate Lawyer
Financial Controller
Strategy Director
Board Member
Company Secretary
Due Diligence Manager
Integration Manager
Risk Manager
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