The Business Acquisition Letter of Intent is a crucial preliminary document used in Indian merger and acquisition transactions to establish the initial understanding between parties considering a business combination. It serves as a roadmap for the transaction, outlining key terms while maintaining flexibility for detailed negotiations. While generally non-binding, it typically contains certain binding provisions regarding confidentiality, exclusivity, and governing law. The document must comply with Indian legal requirements, including those under the Companies Act 2013, and may need to consider additional regulatory frameworks depending on the industry sector and transaction size. It's particularly important in cross-border transactions where Indian regulatory compliance, including foreign investment rules and competition law considerations, must be addressed early in the process.
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1. Date and Parties: Opening of the letter identifying the sender and recipient, including full legal names and addresses of all parties involved
2. Introduction: Brief statement of intent to acquire the target business and purpose of the letter
3. Transaction Structure: Outline of the proposed transaction including type of acquisition (asset/share purchase), preliminary purchase price, and payment terms
4. Due Diligence: Framework for conducting due diligence, including scope, timeline, and access to information
5. Confidentiality: Binding provisions regarding the confidentiality of information exchanged
6. Exclusivity: Terms of exclusive negotiation period, if applicable
7. Timeline: Proposed schedule for completing due diligence, negotiations, and closing
8. Binding/Non-binding Nature: Clear statement of which provisions are binding and non-binding
9. Governing Law: Specification of Indian law as the governing law
10. Closing: Signature blocks and acceptance provisions
1. Break Fee: Terms regarding break-up fees if either party withdraws from negotiations, used in larger transactions
2. Regulatory Approvals: Overview of required regulatory approvals, included when the transaction requires specific regulatory clearances
3. Employee Matters: Preliminary terms regarding treatment of employees, included when workforce transition is a key consideration
4. Intellectual Property: Special provisions regarding IP rights and transfer, included when IP is a significant asset
5. Financing Contingency: Conditions related to securing financing, included when buyer requires external funding
6. Asset Schedule Reference: Reference to key assets included in the transaction, used in asset purchases
7. Environmental Matters: Preliminary terms regarding environmental due diligence, included for industries with environmental concerns
1. Term Sheet: Summary of key commercial terms and conditions of the proposed transaction
2. Due Diligence Checklist: Preliminary list of documents and information required for due diligence
3. Timeline Schedule: Detailed timeline with key milestones and deadlines
4. Asset List: Preliminary list of key assets to be included in the transaction
5. Required Approvals: List of anticipated regulatory and third-party approvals needed
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