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Letter Of Intent Merger
"I need a Letter of Intent Merger for a New Zealand technology company acquiring a SaaS startup, with completion targeted for March 2025, including specific provisions for intellectual property protection and key employee retention."
1. Parties: Full legal names and addresses of both the acquiring and target companies
2. Introduction: Brief statement of the purpose of the letter and the parties' intention to explore a potential merger
3. Transaction Structure: High-level description of the proposed merger structure and key terms
4. Purchase Price and Payment Terms: Proposed consideration, including any adjustments, earnouts, or payment structures
5. Due Diligence: Outline of the due diligence process, timing, and access to information
6. Confidentiality: Terms regarding the confidential treatment of information exchanged
7. Exclusivity: Period during which the seller agrees not to negotiate with other potential buyers
8. Timeline: Key dates and milestones for the proposed transaction
9. Conditions Precedent: Key conditions that must be satisfied before proceeding with the transaction
10. Binding Nature: Clear statement of which provisions are binding and non-binding
11. Governing Law: Specification of New Zealand law as the governing law
12. Signatures: Execution blocks for authorized representatives of both parties
1. Break Fee: Terms regarding any break fee payable if the transaction doesn't proceed, used when there's significant due diligence cost or risk
2. Management and Employment: Preliminary terms regarding key management retention or changes, used when management continuity is crucial
3. Financing: Overview of how the acquisition will be financed, included when financing arrangements are material to the transaction
4. Regulatory Approvals: Specific mention of required regulatory approvals, included when the transaction requires significant regulatory oversight
5. Public Announcements: Terms regarding public communications about the potential merger, included when either party is public or the transaction is likely to attract public attention
6. Costs: Agreement on who bears the costs of the transaction process, included when significant preliminary costs are expected
1. Term Sheet: Detailed summary of key commercial terms of the proposed transaction
2. Timeline Schedule: Detailed timeline of key dates, milestones, and deadlines
3. Due Diligence Requirements: List of required documentation and information for due diligence
4. Excluded Assets/Liabilities: Preliminary list of any assets or liabilities to be excluded from the transaction
5. Key Personnel: List of key employees or management personnel relevant to the transaction
Authors
Financial Services
Technology
Manufacturing
Retail
Healthcare
Energy
Real Estate
Transportation
Telecommunications
Professional Services
Mining and Resources
Agriculture
Construction
Education
Media and Entertainment
Legal
Corporate Development
Finance
Executive Leadership
Board of Directors
Mergers & Acquisitions
Strategy
Risk Management
Compliance
Corporate Secretary Office
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Development Director
Mergers & Acquisitions Director
General Counsel
Board Member
Company Secretary
Finance Director
Strategy Director
Investment Banking Director
Due Diligence Manager
Integration Manager
Risk Manager
Compliance Officer
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