An Acquisition Term Sheet is a crucial preliminary document used in the early stages of M&A transactions in Belgium to outline the fundamental terms and understanding between parties. It serves as a roadmap for the transaction and subsequent detailed documentation, typically prepared after initial commercial agreement but before comprehensive due diligence and definitive agreements. The document, while generally non-binding except for specific provisions, captures key commercial terms including price, structure, conditions, and timeline. Under Belgian law, particular attention must be paid to certain mandatory provisions and regulatory requirements, especially regarding corporate governance, competition law, and sector-specific regulations. The term sheet helps parties align their expectations and forms the basis for negotiating definitive agreements while providing a clear framework for advisors to proceed with detailed due diligence and documentation.
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1. Parties: Identification of the buyer, seller, and target company, including 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 document
4. Transaction Structure: Overview of the proposed transaction structure (share purchase, asset purchase, merger, etc.)
5. Purchase Price: Proposed consideration, including amount, form of payment, and any adjustments
6. Payment Terms: Timeline and method of payment, including any deferred consideration or earnout provisions
7. Key Conditions Precedent: Essential conditions that must be met before the transaction can close
8. Due Diligence: Scope and process for due diligence investigation
9. Exclusivity: Terms of exclusive negotiation period
10. Confidentiality: Confidentiality obligations of the parties
11. Timeline: Proposed schedule for key transaction milestones
12. Binding Effect: Clear statement of which provisions are legally binding and which are non-binding
13. Governing Law: Specification of Belgian law as governing law and jurisdiction
1. Management and Employment: Include when there are specific arrangements for key management retention or employment matters
2. Regulatory Approvals: Include when the transaction requires specific regulatory clearances
3. Intellectual Property: Include when IP assets are a key component of the transaction
4. Real Estate: Include when real estate assets are significant to the transaction
5. Environmental Matters: Include for industries with significant environmental considerations
6. Financing Conditions: Include when the purchase is subject to financing arrangements
7. Post-Closing Covenants: Include when specific post-closing obligations are crucial to the deal
8. Break Fee: Include when parties agree to break fee arrangements
9. Tax Structure: Include when specific tax structuring is crucial to the transaction
1. Corporate Structure Chart: Visual representation of the target company structure
2. Price Calculation Methodology: Detailed explanation of purchase price calculations and adjustments
3. Key Assets Schedule: List of material assets included in the transaction
4. Timeline Schedule: Detailed timeline with specific dates and milestones
5. Due Diligence Requirements: Detailed list of due diligence requirements and documentation
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