The Merger And Acquisition Term Sheet is a crucial preliminary document used in Nigerian corporate transactions to establish the fundamental terms and understanding between parties considering a merger or acquisition. This document is typically prepared during the initial stages of negotiations, after preliminary discussions but before detailed due diligence and definitive agreements. It serves as a framework for further negotiations and documentation, incorporating requirements under Nigerian law including CAMA 2020, Investment and Securities Act, and Federal Competition and Consumer Protection Act requirements. While generally non-binding, except for specific provisions like confidentiality and exclusivity, it demonstrates serious intent and commitment to the transaction process. The term sheet helps align parties' expectations early in the process and provides a structured basis for preparing comprehensive transaction documents.
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1. Parties: Identification of all parties involved in the transaction, including the buyer, seller, and target company
2. Background: Brief overview of the transaction context and the parties' intent to enter into the proposed transaction
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Outline of the proposed transaction structure (merger, share purchase, asset purchase, etc.)
5. Purchase Price: Details of the consideration, including amount, form of payment, and any adjustments
6. Payment Terms: Timeline and method of payment, including any deferred payments or earnouts
7. Due Diligence: Scope and timeline for due diligence investigation
8. Conditions Precedent: Key conditions that must be satisfied before closing
9. Exclusivity: Terms of exclusive negotiation period
10. Confidentiality: Provisions regarding confidential information and public announcements
11. Costs: Allocation of transaction costs and expenses
12. Timeline: Expected timeline for key milestones including signing and closing
13. Binding Effect: Clear statement of which provisions are binding and non-binding
14. Governing Law: Specification of Nigerian law as governing law and jurisdiction
1. Regulatory Approvals: Details of required regulatory approvals - include when transaction requires specific regulatory clearances
2. Employee Matters: Treatment of employees post-transaction - include when significant workforce is involved
3. Intellectual Property: Special provisions for IP transfer - include when IP is a significant asset
4. Real Estate: Treatment of real estate assets - include when significant property assets are involved
5. Environmental Matters: Environmental considerations and liabilities - include for industries with environmental impact
6. Tax Structure: Specific tax considerations - include for complex tax structures or international transactions
7. Shareholder Rights: Special rights for continuing shareholders - include in partial acquisitions
8. Transition Services: Post-closing transition arrangements - include when operational integration is complex
1. Purchase Price Calculation: Detailed methodology for calculating the purchase price and adjustments
2. Key Assets Schedule: List of material assets included in the transaction
3. Material Contracts: List of key contracts requiring attention or assignment
4. Required Consents: List of third-party and regulatory consents required
5. Key Personnel: List of key employees and proposed terms
6. Excluded Assets/Liabilities: Details of assets or liabilities excluded from the transaction
7. Due Diligence Checklist: Preliminary list of required due diligence items
8. Timeline Schedule: Detailed timeline with specific dates and milestones
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