An Asset Purchase Letter of Intent is a crucial preliminary document used in Indonesian business transactions when one party intends to purchase assets from another. It serves as a roadmap for the transaction, outlining key terms while maintaining flexibility for detailed negotiations. The document is particularly important in the Indonesian context where business relationships and preliminary agreements carry significant weight in commercial dealings. While mostly non-binding, it typically includes binding provisions on confidentiality and exclusivity, conforming to Indonesian legal principles under the Civil Code (Kitab Undang-undang Hukum Perdata) and relevant investment regulations. This document is commonly used before proceeding with detailed due diligence and final purchase agreements, providing a structured framework for complex asset acquisitions while respecting Indonesian business customs and legal requirements.
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1. Date and Parties: Identifies the date of the LOI and the full legal names and addresses of all parties involved
2. Background/Recitals: Brief context of the proposed transaction and relationship between the parties
3. Definitions: Key terms used throughout the document
4. Transaction Overview: High-level description of the proposed asset purchase, including general scope of assets to be acquired
5. Purchase Price Indication: Preliminary indication of the purchase price range or methodology for determination
6. Due Diligence: Framework for the due diligence process, including timeline and scope
7. Confidentiality: Binding provisions regarding the confidential treatment of information exchanged
8. Exclusivity: Terms of exclusive negotiation period, if applicable (binding)
9. Timeline: Proposed schedule for key milestones including due diligence, definitive agreement, and closing
10. Costs and Expenses: Allocation of costs and expenses during the preliminary phase
11. Non-Binding Nature: Clear statement of which provisions are non-binding, with specific exceptions
12. Governing Law: Specification of Indonesian law as governing law
13. Signatures: Execution block for all parties
1. Break Fee: Terms of any break fee payable if transaction doesn't proceed - include when there's significant due diligence or transaction costs
2. Management Meetings: Framework for management meetings and information sharing - include for complex assets or operating businesses
3. Regulatory Approvals: Preliminary identification of required regulatory approvals - include when dealing with regulated assets or industries
4. Employee Matters: Preliminary understanding on handling of employees - include when assets include ongoing business operations
5. Financing: Basic terms of proposed financing - include when buyer requires external financing
6. Press Releases: Terms for public announcements - include for transactions involving public companies or significant public interest
1. Schedule A - Asset Description: Preliminary list and description of assets to be purchased
2. Schedule B - Indicative Timeline: Detailed timeline with key dates and milestones
3. Schedule C - Due Diligence Requirements: Initial list of due diligence requirements and documents needed
4. Schedule D - Form of Confidentiality Agreement: If not previously executed, form of separate confidentiality agreement
5. Schedule E - Exclusivity Terms: Detailed terms of exclusivity if applicable
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