The Stock Purchase Letter of Intent is a crucial preliminary document in Philippine corporate transactions, typically used before entering into a definitive stock purchase agreement. It serves as a roadmap for the proposed acquisition of shares, outlining key commercial terms while maintaining flexibility for detailed negotiations. This document is particularly important in the Philippine context where business relationships and preliminary agreements carry significant weight in commercial dealings. The letter should align with local corporate practices and regulatory requirements, including those under the Revised Corporation Code and Securities Regulation Code. While mostly non-binding, it often includes binding provisions on confidentiality and exclusivity, making it a balanced instrument that protects both parties' interests during the negotiation phase. It's commonly used when parties have reached preliminary understanding on key terms but require a formal framework for proceeding with due diligence and detailed negotiations.
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1. Date and Parties: Opening of letter identifying the date and full legal names and addresses of both buyer and seller
2. Introduction: Brief statement of intent to purchase/sell shares and company identification
3. Transaction Overview: High-level description of the proposed transaction, including number of shares, preliminary purchase price, and target company details
4. Key Terms: Essential commercial terms including payment structure, timing, and any major conditions
5. Due Diligence: Outline of the proposed due diligence process, timeline, and scope
6. Exclusivity: Terms of exclusive negotiation period if applicable
7. Timeline: Proposed schedule for completing due diligence, negotiating definitive agreements, and closing
8. Confidentiality: Statement regarding confidential treatment of discussions and information
9. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified provisions
10. Closing: Signature blocks and formal closing of the letter
1. Financing: Include when buyer requires external financing to complete the transaction
2. Regulatory Approvals: Include when transaction requires specific regulatory clearances or approvals
3. Employee Matters: Include when there are specific intentions regarding key employees or management
4. Break Fee: Include when parties agree to a fee if either party terminates negotiations
5. Governing Law: Include when parties want to specify jurisdiction for binding provisions
6. Costs: Include when parties want to specify responsibility for transaction costs
1. Appendix A - Target Company Information: Basic information about the target company including corporate details and share capital structure
2. Appendix B - Preliminary Purchase Price Calculation: Overview of how the preliminary purchase price was determined
3. Appendix C - Due Diligence Requirements: List of required documents and information for due diligence
4. Appendix D - Exclusivity Terms: Detailed terms of the exclusivity agreement if applicable
5. Appendix E - Proposed Timeline: Detailed timeline with key milestones and deadlines
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