The Acquisition Letter of Intent is a crucial preliminary document used in the early stages of merger and acquisition transactions under Swiss law. It serves to memorialize the parties' initial understanding and set the foundation for the proposed transaction. This document typically follows initial discussions and precedes the definitive purchase agreement, outlining key commercial terms such as purchase price, transaction structure, and timeline. While generally non-binding (except for specific provisions like confidentiality and exclusivity), it demonstrates serious intent and commitment to the transaction process. The document must comply with Swiss legal requirements and commercial practices, particularly the Swiss Code of Obligations and relevant M&A regulations. It's commonly used when parties have reached preliminary agreement on key terms but require a formal framework for conducting due diligence and negotiating definitive agreements.
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1. Date and Addresses: Opening of the letter with date and formal addresses of both parties
2. Subject Line: Clear identification of document as 'Letter of Intent - Proposed Acquisition of [Target Company]'
3. Introduction: Brief opening paragraph identifying the parties and their intent to explore the transaction
4. Transaction Structure: Outline of the proposed transaction structure, including type of acquisition (share or asset purchase)
5. Purchase Price: Proposed purchase price or price range and payment terms
6. Key Terms: Essential terms of the proposed transaction including timing, conditions precedent, and major assumptions
7. Due Diligence: Outline of the proposed due diligence process and timeline
8. Exclusivity: Terms of exclusivity period if applicable
9. Confidentiality: Confidentiality obligations of the parties
10. Binding vs. Non-Binding Provisions: Clear statement of which provisions are intended to be binding
11. Timeline: Proposed timeline for negotiation, due diligence, and closing
12. Closing: Signature blocks and formal closing of the letter
1. Break Fee: Include when parties want to establish a break fee arrangement for early termination
2. Financing: Include when the acquisition requires specific financing arrangements that need to be outlined
3. Employee Matters: Include when there are specific employment-related considerations to be addressed
4. Regulatory Approvals: Include when the transaction requires specific regulatory approvals
5. Post-Closing Management: Include when there are specific arrangements for post-closing management to be outlined
6. Material Adverse Change: Include when parties want to establish key conditions that would allow withdrawal
7. Governing Law and Jurisdiction: While often included in the main body, can be optional depending on complexity
1. Key Assets Schedule: List of key assets included in the transaction if an asset purchase
2. Price Calculation Schedule: Detailed breakdown of purchase price calculation methodology if complex
3. Timeline Schedule: Detailed timeline of key transaction milestones and deadlines
4. Due Diligence Checklist: Preliminary list of required due diligence items
5. Key Employees Schedule: List of key employees or positions relevant to the transaction
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