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Merger And Acquisition Term Sheet

Merger And Acquisition Term Sheet Template for India

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Key Requirements PROMPT example:

Merger And Acquisition Term Sheet

"I need a Merger and Acquisition Term Sheet for the acquisition of a mid-sized Indian technology company by a Singapore-based corporation, with a proposed deal value of USD 50 million and expected closing by March 2025, including specific provisions for intellectual property transfer and key employee retention."

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Document background
The Merger and Acquisition Term Sheet is a crucial preliminary document in Indian M&A transactions that serves as a roadmap for the proposed deal. It is typically used after initial discussions between parties have yielded basic agreement on key commercial terms but before detailed due diligence and definitive agreements. The document captures essential terms including transaction structure, valuation, conditions precedent, and regulatory requirements under Indian law. While mostly non-binding, it demonstrates serious intent and guides the preparation of detailed transaction documents. It must comply with Indian corporate laws including the Companies Act, 2013, Competition Act, 2002, and relevant SEBI regulations for listed companies. The term sheet helps prevent misunderstandings by documenting the parties' initial understanding and expedites the process of drafting definitive agreements.
Suggested Sections

1. Parties: Identification of all parties involved in the transaction, including the buyer, seller, and target company

2. Background: Brief overview of the companies involved and the context of the proposed transaction

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Detailed description of the proposed transaction structure (share purchase, asset purchase, merger, etc.)

5. Purchase Price: Details of the consideration, including amount, form (cash, shares, etc.), and payment terms

6. Closing Conditions: Key conditions that must be satisfied before the transaction can be completed

7. Due Diligence: Scope and timeline for the due diligence process

8. Exclusivity: Terms of exclusive negotiation period

9. Confidentiality: Provisions regarding confidentiality of negotiations and information exchange

10. Binding Effect: Clarification of which provisions are binding and non-binding

11. Timeline: Expected timeline for key milestones including due diligence, definitive agreements, and closing

12. Governing Law: Applicable law and jurisdiction for dispute resolution

13. Costs: Allocation of transaction costs between parties

Optional Sections

1. Earn-out Provisions: Include when the deal involves contingent payments based on future performance

2. Employee Matters: Include when there are specific arrangements for key employees or workforce transition

3. Regulatory Approvals: Include for transactions requiring specific regulatory clearances (e.g., CCI approval)

4. Break-up Fee: Include when parties want to specify compensation if either party backs out

5. Management Structure: Include when there are specific post-closing management arrangements

6. Foreign Investment Provisions: Include for cross-border transactions requiring FDI approval

7. Minority Rights: Include when minority shareholders will retain rights post-transaction

8. Non-Compete: Include when restrictions on future competition are required

9. Real Estate Matters: Include when real estate assets are material to the transaction

Suggested Schedules

1. Capital Structure: Details of the target company's current and post-closing capital structure

2. Material Assets: List of key assets included in the transaction

3. Key Contracts: List of material contracts requiring consent or special treatment

4. Intellectual Property: Schedule of material IP assets

5. Purchase Price Adjustments: Detailed mechanics for any price adjustment provisions

6. Required Consents: List of third-party and regulatory consents required

7. Key Employees: List of key employees and any special arrangements

8. Permitted Encumbrances: List of accepted liens or encumbrances on assets

9. Excluded Assets/Liabilities: Schedule of assets or liabilities excluded from the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Retail

Telecommunications

Energy

Infrastructure

E-commerce

Pharmaceutical

Automotive

Media and Entertainment

Consumer Goods

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Strategy

Mergers & Acquisitions

Business Development

Tax

Compliance

Risk Management

Corporate Secretarial

Due Diligence

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Development Director

Head of Strategy

General Counsel

Legal Director

Investment Banking Director

M&A Director

Business Development Manager

Finance Director

Company Secretary

Corporate Finance Manager

Due Diligence Manager

Integration Manager

Risk Manager

Compliance Officer

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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