A Letter of Intent (LOI) for Business Purchase is a crucial preliminary document used in business acquisition transactions in the Philippines. It is typically employed when a potential buyer has serious interest in acquiring a business and wants to formalize their initial understanding with the seller before proceeding with detailed due diligence and negotiations. The document outlines key terms such as the proposed purchase price range, payment structure, exclusivity period, and confidentiality requirements. While primarily non-binding, certain provisions like confidentiality and exclusivity are usually binding. The LOI must comply with Philippine law, including the Civil Code, Corporation Code, and relevant regulatory requirements, particularly if the transaction involves regulated industries or foreign ownership considerations. This document serves as a roadmap for the transaction and helps parties align their expectations before investing significant resources in the acquisition process.
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1. Date and Parties: Identification of the sender and recipient, including full legal names and addresses of both parties
2. Introduction: Brief statement establishing the purpose of the letter and identifying the business being considered for purchase
3. Transaction Overview: High-level description of the proposed transaction, including whether it's an asset or share purchase
4. Purchase Price and Payment Terms: Proposed purchase price range, payment structure, and any earnout considerations
5. Due Diligence: Outline of the due diligence process, timeline, and requirements for information access
6. Exclusivity Period: Duration during which the seller agrees not to negotiate with other potential buyers
7. Confidentiality: Terms regarding the confidential treatment of information exchanged during negotiations
8. Binding and Non-binding Provisions: Clear statement of which provisions are binding (typically confidentiality and exclusivity) and which are non-binding
9. Timeline: Proposed schedule for key milestones including due diligence, definitive agreement, and closing
10. Closing Conditions: Key conditions that must be satisfied to complete the transaction
11. Governing Law: Statement that the LOI is governed by Philippine law
1. Break Fee: Terms regarding any break-up fee if the transaction doesn't proceed, used in larger transactions
2. Employee Matters: Preliminary agreements regarding retention of employees, to be included if workforce considerations are crucial
3. Regulatory Approvals: Section outlining required regulatory approvals, needed if the transaction requires specific regulatory clearances
4. Financing Contingency: Details about financing conditions, included if the purchase is subject to securing financing
5. Asset/Liability Allocation: Preliminary agreement on which assets/liabilities are included/excluded, relevant for asset purchases
6. Intellectual Property: Special provisions regarding IP transfer or licensing, needed if IP is a significant component
1. Business Description: Detailed description of the target business, its operations, and key assets
2. Preliminary Price Calculation: Initial calculations or methodology for determining the purchase price
3. Due Diligence Checklist: Preliminary list of documents and information required for due diligence
4. Timeline Schedule: Detailed timeline with specific dates for key transaction milestones
5. Excluded Assets/Liabilities: List of specific assets or liabilities to be excluded from the transaction
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Technology
Real Estate
Financial Services
Healthcare
Hospitality
Construction
Energy
Telecommunications
Agriculture
Mining
Transportation
Education
Professional Services
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk Management
Compliance
Business Development
Corporate Secretariat
Strategy
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Corporate Development Director
Business Development Manager
Investment Director
Legal Counsel
Corporate Secretary
Finance Director
Mergers & Acquisitions Manager
Due Diligence Manager
Risk Manager
Compliance Officer
Business Owner
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