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Acquisition Term Sheet Template for Hong Kong

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Key Requirements PROMPT example:

Acquisition Term Sheet

"I need an Acquisition Term Sheet for the purchase of a Hong Kong-based SaaS company, with special attention to IP rights protection and employee retention provisions, targeting completion by March 2025."

Document background
An Acquisition Term Sheet is a crucial preliminary document used in the early stages of merger and acquisition transactions in Hong Kong. It sets out the fundamental terms and understanding between parties before proceeding with detailed due diligence and negotiating definitive agreements. While primarily non-binding, it typically includes certain binding provisions such as confidentiality, exclusivity, and governing law clauses. The document reflects Hong Kong's legal and business practices, considering local corporate laws, securities regulations, and market conventions. It serves as a roadmap for the transaction, covering essential elements like deal structure, valuation, conditions precedent, and timing, while allowing flexibility for detailed terms to be negotiated in the final documentation.
Suggested Sections

1. Parties: Identification of buyer, seller, and target company with full legal names and registration details

2. Background: Brief context of the proposed transaction and purpose of the term sheet

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Overview of the proposed acquisition structure (share purchase, asset purchase, etc.)

5. Purchase Price: Proposed consideration and payment terms, including any adjustments

6. Key Terms: Essential commercial terms including timing, conditions precedent, and key commitments

7. Due Diligence: Scope and process for conducting due diligence investigation

8. Exclusivity: Terms of exclusive negotiation period if applicable

9. Confidentiality: Confidentiality obligations regarding the transaction and information exchange

10. Costs: Allocation of transaction costs and expenses

11. Binding Effect: Clear statement of which provisions are binding and non-binding

12. Governing Law: Specification of Hong Kong law as governing law

Optional Sections

1. Break Fee: Include when parties agree to a break fee arrangement for transaction termination

2. Earn-out: Include when purchase price includes performance-based additional payments

3. Management Arrangements: Include when there are specific arrangements for key management post-acquisition

4. Regulatory Approvals: Include when transaction requires specific regulatory clearances

5. Warranties and Indemnities: Include high-level overview when parties want to address key warranty areas

6. Employee Matters: Include when there are specific employment-related arrangements to be addressed

7. Intellectual Property: Include when IP assets are a key component of the transaction

8. Timeline: Include when parties want to set specific milestone dates for the transaction

Suggested Schedules

1. Corporate Structure: Current and proposed corporate structure diagrams

2. Key Assets: High-level list of material assets included in the transaction

3. Price Calculation: Overview of purchase price calculation methodology if complex

4. Key Contracts: List of material contracts requiring attention during the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


































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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Energy

Telecommunications

Professional Services

Consumer Goods

Industrial

Media and Entertainment

Transportation and Logistics

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Executive Leadership

Business Development

Due Diligence

Investment

Risk Management

Compliance

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Corporate Development Director

Investment Director

Legal Counsel

Corporate Attorney

M&A Manager

Business Development Manager

Finance Director

Investment Banker

Private Equity Principal

Transaction Manager

Due Diligence Manager

Strategy Director

Board Member

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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