A Letter Of Intent To Buy Shares is a crucial preliminary document used in corporate acquisitions and investments under Belgian law. It is typically employed when a potential buyer has serious interest in acquiring shares in a company but needs to establish the basic terms and conduct due diligence before proceeding to a definitive agreement. The document outlines key commercial terms, exclusivity periods, and confidentiality obligations, while usually remaining non-binding except for specific provisions. Under Belgian jurisdiction, this document must comply with the Belgian Companies and Associations Code and general contract law principles. It serves as a roadmap for the transaction, protecting both parties' interests during negotiations and typically precedes more detailed due diligence and the final share purchase agreement.
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1. Parties: Identification of the potential buyer and seller(s), including full legal names and addresses
2. Date: The effective date of the Letter of Intent
3. Subject Matter: Clear identification of the shares being considered for purchase, including company name and number of shares
4. Purchase Price and Payment Terms: Proposed purchase price, payment structure, and any price adjustment mechanisms
5. Timeline: Expected timeline for due diligence, negotiation, and completion of the transaction
6. Exclusivity: Period during which the seller cannot negotiate with other potential buyers
7. Confidentiality: Obligations regarding the confidential treatment of information exchanged
8. Binding and Non-Binding Elements: Clear distinction between which provisions are legally binding and which are not
9. Governing Law: Specification that Belgian law governs the LOI
1. Break Fee: Terms of any break fee payable if either party withdraws from negotiations, used in larger transactions
2. Due Diligence Access: Specific terms for conducting due diligence, included when immediate access is required
3. Management Meetings: Arrangements for meetings with current management, relevant for complex business transfers
4. Regulatory Approvals: Reference to required regulatory approvals, included when dealing with regulated industries or large transactions
5. Employee Matters: Preliminary intentions regarding employees, included when workforce considerations are significant
6. Financing Conditions: Details of any financing conditions for the purchase, included when buyer requires external funding
1. Share Information Schedule: Detailed description of the shares, including class, rights, and current ownership structure
2. Initial Due Diligence Checklist: Preliminary list of documents and information required for due diligence
3. Proposed Transaction Timeline: Detailed timeline with key milestones and deadlines
4. Price Calculation Mechanism: If applicable, detailed explanation of how the purchase price will be calculated or adjusted
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