Heads of terms—public company takeover
Heads of terms—public company takeover

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

  • Heads of terms—public company takeover
  • 1 Introduction
  • 2 The Offer
  • 3 Loan Note Alternative
  • 4 Share options, warrants and other convertible securities
  • 5 Conditions
  • 6 Timing
  • 7 Due diligence
  • 8 Management
  • 9 Engagement with shareholders, media and others
  • More...

Strictly private and confidential

The Directors

[insert offeree’s name] plc

[insert offeree address]

Date: [insert date]

Dear Directors,

Proposed acquisition of [insert offeree’s name] plc (Offeree) by [insert offeror name] (Offeror)

    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 the Offeror would be prepared to make an offer (Offer) to acquire the entire issued and to be issued share capital of the Offeree to be implemented by way of a [contractual offer OR scheme of arrangement] under the UK City Code on Takeovers and Mergers (Code).

      1. 1.2

        For the avoidance of doubt, the Offeror has not formed a firm intention to make an offer and nothing in this letter should be construed as a firm intention to make an offer requiring an announcement to be made in accordance with Rule 2.2(a) of the Code.

      1. 1.3

        The terms in this letter are not exhaustive and, with the exception of this paragraph and paragraphs 1.4, 11 and 12, are not intended to be legally binding on the parties.

      1. 1.4

        The terms of this letter are confidential to the parties and their advisers and are subject to the confidentiality [letter OR agreement] between the Offeror and Offeree dated [insert date] (Confidentiality Agreement) in relation to the Offer, which continues in full force and effect despite the signing of this letter by the

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