The Merger Term Sheet is a crucial preliminary document used in U.S. merger and acquisition transactions to establish the framework for negotiations. It typically precedes the more detailed definitive merger agreement and serves as a roadmap for the transaction. While most provisions in a Merger Term Sheet are non-binding, it helps parties align their expectations and identify potential deal-breakers early in the process. The document typically includes key terms such as valuation, payment structure, conditions precedent, and timing considerations. It's particularly important in complex transactions where multiple stakeholders are involved and significant due diligence is required.
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1. Parties: Identification of merging entities, including legal names and jurisdictions
2. Background: Brief description of each company and the purpose of the proposed merger
3. Transaction Structure: Type of merger, consideration, and basic deal structure
4. Purchase Price: Consideration details, payment structure, and any adjustments
5. Due Diligence: Scope and timeline of due diligence process
6. Closing Conditions: Key conditions that must be met to complete the merger
7. Timeline: Expected dates for key milestones and closing
1. Employee Matters: Treatment of employees post-merger - include when significant workforce integration is involved
2. Exclusivity: No-shop provisions and exclusivity period - include when parties want to ensure exclusive negotiations
3. Governance: Post-merger management structure - include in mergers of equals or when significant management changes are planned
4. Break-up Fee: Termination fees and conditions - include in larger transactions or when significant due diligence costs are expected
1. Capital Structure: Current and post-merger ownership structure
2. Key Assets: List of material assets included in the transaction
3. Required Approvals: List of regulatory and third-party approvals needed
4. Timeline Schedule: Detailed timeline of key dates and milestones
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