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

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

  • Heads of terms—public company takeover

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Note: Brexit—drafting boilerplate clauses. For information on the impact that Brexit may have on the UK takeover regime generally, see Practice Note: Brexit—UK takeover regime.

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).

    2. 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.

    3. 1.3

      The terms in this letter