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Acquisition Term Sheet
"I need an Acquisition Term Sheet for the purchase of a Swiss pharmaceutical company, including specific provisions for IP rights transfer and regulatory compliance, with completion targeted for March 2025."
1. Parties: Identification of the buyer, seller, and target company, including their legal names and jurisdictions
2. Background: Brief context of the proposed transaction and purpose of the term sheet
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Overview of the proposed transaction structure (share purchase, asset purchase, merger, etc.)
5. Purchase Price: Proposed consideration, including amount, form of payment, and any adjustments
6. Payment Terms: Timing and method of payment, including any deferred payments or escrow arrangements
7. Key Conditions Precedent: Essential conditions that must be satisfied before closing
8. Due Diligence: Scope and timeline for due diligence investigation
9. Timeline: Key dates and deadlines for the transaction
10. Exclusivity: Terms of exclusive negotiation period
11. Confidentiality: Confidentiality obligations of the parties
12. Binding Effect: Specification of which provisions are binding and non-binding
13. Governing Law: Applicable law and jurisdiction
14. Costs: Allocation of transaction costs between parties
1. Earn-out Provisions: Include when purchase price includes performance-based additional payments
2. Management Retention: Include when key management retention is crucial to the transaction
3. Regulatory Approvals: Include for regulated industries or when specific regulatory clearances are required
4. Employee Matters: Include when specific employee-related arrangements are material to the transaction
5. Real Estate: Include when real estate assets are material to the transaction
6. Intellectual Property: Include when IP assets are material to the transaction
7. Environmental Matters: Include for industries with significant environmental concerns
8. Break-up Fee: Include when parties want to specify compensation for transaction termination
1. Purchase Price Calculation: Detailed methodology for calculating the purchase price and adjustments
2. Key Assets Schedule: List of material assets included in the transaction (if asset purchase)
3. Timeline Overview: Detailed transaction timeline with key milestones and deadlines
4. Required Consents: List of material third-party consents required for the transaction
Authors
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Retail
Energy
Telecommunications
Professional Services
Consumer Goods
Industrial
Media and Entertainment
Transportation and Logistics
Life Sciences
Agriculture
Legal
Finance
Corporate Development
Strategy
Mergers & Acquisitions
Due Diligence
Corporate Finance
Business Development
Risk Management
Compliance
Tax
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Head of M&A
Corporate Development Director
Investment Banking Director
M&A Partner
Transaction Advisory Partner
Due Diligence Manager
Business Development Director
Corporate Finance Manager
Board Member
Managing Director
Strategy Director
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