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1. Sender and Recipient Details: Full legal names and addresses of both parties, including company registration details
2. Date: Date of the letter
3. Subject Line: Clear indication that this is a Letter of Intent for Merger
4. Introduction: Brief introduction identifying the parties and their intent to explore a potential merger
5. Transaction Structure: Outline of the proposed merger structure, including type of merger and basic terms
6. Valuation Parameters: Preliminary agreement on valuation methodology and basic financial terms
7. Due Diligence: Framework for the due diligence process, including timeline and scope
8. Timeline: Proposed schedule for key milestones including due diligence, definitive agreements, and closing
9. Exclusivity: Terms of exclusive negotiations, if applicable
10. Confidentiality: Binding provisions regarding confidentiality of discussions and shared information
11. Binding/Non-binding Nature: Clear statement of which provisions are binding and non-binding
12. Costs and Expenses: Agreement on how costs related to the transaction will be handled
13. Governing Law: Specification of Nigerian law as governing law
14. Closing: Signature blocks and formal closing of the letter
1. Break Fee: Terms of any break fee payable if the transaction doesn't proceed, used in larger transactions
2. Management and Employment: Preliminary agreement on key management positions and employment matters, relevant when management retention is crucial
3. Regulatory Approvals: Specific mention of required regulatory approvals, necessary when dealing with regulated industries
4. Financial Arrangements: Details of financing arrangements, relevant when external financing is required
5. Asset Schedule: Preliminary list of key assets included, relevant in asset-heavy transactions
6. Intellectual Property: Special provisions regarding IP rights, important in technology or brand-focused mergers
7. Environmental Matters: Environmental due diligence requirements, relevant in manufacturing or industrial mergers
1. Initial Transaction Timeline: Detailed schedule of proposed transaction milestones and deadlines
2. Due Diligence Checklist: Preliminary list of required due diligence items and documents
3. Key Assets Overview: High-level summary of major assets involved in the transaction
4. Corporate Structure Diagram: Proposed post-merger corporate structure
5. Preliminary Valuation Summary: Basic terms and methodology for valuation
6. Required Regulatory Approvals: List of anticipated regulatory approvals needed for the transaction
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