Heads of terms—private M&A—share purchase—cross-border

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Heads of terms—private M&A—share purchase—cross-border
  • 1 Introduction
  • 2 The proposed acquisition
  • 3 Price
  • 4 Conditions
  • 5 Timing
  • 6 Transaction documents
  • 7 Due diligence
  • 8 Costs
  • 9 Other agreements
  • More...

Heads of terms—private M&A—share purchase—cross-border

Strictly private and confidential

To: [Insert seller name]

[Insert potential seller address] (the Seller)

FAO: [insert name of relevant contact at the seller]

Date: [insert date]

Subject to contract

Dear [insert name of relevant contact at the potential seller],

Proposed acquisition of all of the issued shares of [Insert target company name] (the Company) from [Insert potential seller name] (the Seller)

    1. 1

      Introduction

      1. 1.1

        Further to our recent discussions, this letter sets out the principal terms and conditions upon and subject to which we, [Insert buyer name] or a member of our group of companies (the Buyer), propose to acquire all of the issued shares of the Company (the Sale Shares) from the Seller (the Proposed Acquisition). Each of the Seller and the Buyer is a party and together they are the parties.

      1. 1.2

        The terms in this letter are not exhaustive and[, with the exception of paragraphs [7.3,]8, 9 and 11,] is not intended to be legally binding on the parties. Neither party to this letter shall be legally bound to proceed with the Proposed Acquisition unless and until a formal written share purchase agreement is entered into.

      1. 1.3

        The terms of this letter are confidential to the parties and their advisers and are subject to the confidentiality [letter OR agreement] between the Seller and Buyer dated [insert date] (the Confidentiality Agreement) in relation to the Proposed Acquisition, which

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