A Letter of Intent to Purchase Shares is typically used in the initial stages of a share acquisition transaction when a potential buyer wishes to formally express their interest and outline the key terms of the proposed purchase. This document is particularly important in the German legal context, where it helps establish the framework for negotiations while typically maintaining a non-binding nature except for specific provisions like confidentiality and exclusivity. It includes essential information such as the proposed purchase price or range, payment terms, due diligence requirements, timeline, and any key conditions precedent. The document serves as a crucial stepping stone toward the final share purchase agreement and helps align parties' expectations while providing a structure for the transaction process. Under German law, careful consideration must be given to its drafting to ensure clarity regarding which provisions are binding and which are not.
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1. Letterhead and Date: Company letterhead of the potential purchaser and current date
2. Addressee Details: Full name and address of the target company/current shareholder
3. Subject Line: Clear indication that this is a Letter of Intent for share purchase
4. Introduction: Opening paragraph identifying the parties and expressing interest in the share purchase
5. Transaction Overview: Brief description of the proposed transaction, including the target company and approximate percentage of shares
6. Key Terms: Essential terms including proposed purchase price (or price range), payment terms, and basic structure of the transaction
7. Due Diligence: Outline of the proposed due diligence process and timeline
8. Timeline: Proposed schedule for negotiation, due diligence, and closing
9. Exclusivity: Request for exclusive negotiation rights and proposed duration
10. Confidentiality: Statement regarding the confidential nature of discussions and any reference to existing NDAs
11. Non-Binding Nature: Clear statement about which provisions are non-binding (except typically confidentiality and exclusivity)
12. Governing Law: Statement that the letter is governed by German law
13. Closing: Signature blocks and formal closing of the letter
1. Management Retention: Include when retention of key management is crucial to the transaction
2. Regulatory Approvals: Include when the transaction may require specific regulatory clearances
3. Financing Conditions: Include when the purchase is subject to securing specific financing
4. Employee Matters: Include when specific employee-related commitments are important to the transaction
5. Material Contracts: Include when continuation of specific contracts is crucial to the transaction
6. Break Fee: Include when parties want to specify compensation if either party withdraws under certain circumstances
7. Earnout Provisions: Include when part of the purchase price may be contingent on future performance
1. Schedule A - Target Shares: Detailed description of the shares to be purchased, including class and number
2. Schedule B - Price Calculation: Details of the proposed purchase price calculation methodology
3. Schedule C - Due Diligence Requirements: List of required documents and information for due diligence
4. Schedule D - Timeline: Detailed timeline with specific milestones and deadlines
5. Schedule E - Key Personnel: List of key management or employees relevant to the transaction
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Financial Services
Healthcare
Real Estate
Retail
Energy
Telecommunications
Professional Services
Industrial
Consumer Goods
Media and Entertainment
Automotive
Agriculture
Construction
Transportation and Logistics
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Strategy
Corporate Finance
Due Diligence
Business Development
Compliance
Risk Management
Investment Banking
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Development Director
Head of Mergers & Acquisitions
Legal Counsel
General Counsel
Investment Director
Business Development Manager
Financial Controller
Board Member
Company Secretary
Corporate Finance Manager
Due Diligence Manager
Strategy Director
Investment Banking Associate
Transaction Advisory Manager
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