Merger And Acquisition Term Sheet Template for Belgium

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Key Requirements PROMPT example:

Merger And Acquisition Term Sheet

"I need a Merger And Acquisition Term Sheet under Belgian law for the acquisition of a mid-sized manufacturing company, with completion targeted for March 2025, including specific provisions for machinery assets and employee retention."

Document background
The Merger And Acquisition Term Sheet is a crucial preliminary document used in Belgian corporate transactions to establish the framework for a potential merger or acquisition. It serves as a roadmap for the transaction, documenting key commercial terms, conditions, and timelines while adhering to Belgian corporate law and relevant EU regulations. This document is typically prepared after initial discussions but before detailed due diligence and definitive agreements, capturing the parties' preliminary understanding while maintaining flexibility for negotiation. While mostly non-binding, it includes certain enforceable provisions such as confidentiality and exclusivity clauses. The term sheet's structure reflects Belgian market practice and regulatory requirements, particularly those under the Belgian Code of Companies and Associations (BCCA) and competition laws.
Suggested Sections

1. Parties: Identification of buyer(s), seller(s), and target company with full legal names and registered addresses

2. Background: Brief context of the transaction and current ownership structure

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Type of transaction (share purchase, asset purchase, merger) and basic mechanics

5. Purchase Price: Proposed valuation, payment structure, and currency

6. Payment Terms: Timing and method of payment, including any deferred considerations or earn-outs

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

8. Conditions Precedent: Key conditions that must be met before closing

9. Timeline: Key dates and milestones for the transaction

10. Exclusivity: Terms and duration of exclusive negotiations

11. Confidentiality: Binding provisions regarding confidential information

12. Costs: Allocation of transaction costs and expenses

13. Governing Law: Specification of Belgian law and jurisdiction

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

Optional Sections

1. Management and Employment: Include when there are specific arrangements for key employees or management retention

2. Regulatory Approvals: Include for regulated industries or when competition law thresholds are met

3. Financing: Include when the transaction involves external financing arrangements

4. Post-Closing Covenants: Include when specific post-closing obligations are crucial to the deal

5. Tax Structure: Include when specific tax planning is central to the transaction

6. Intellectual Property: Include when IP assets are a significant part of the transaction

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

8. Environmental Matters: Include for industries with significant environmental considerations

9. Break-up Fee: Include when parties want to specify compensation for transaction abandonment

10. Earn-out Mechanism: Include when part of the purchase price is contingent on future performance

Suggested Schedules

1. Corporate Structure Chart: Current and proposed ownership structure diagrams

2. Price Calculation: Detailed methodology for purchase price calculation

3. Key Assets Schedule: List of material assets included in the transaction

4. Required Consents: List of third-party and regulatory approvals needed

5. Key Contracts: Summary of material contracts affecting the transaction

6. Anticipated Timeline: Detailed transaction timeline with key milestones

7. Due Diligence Checklist: Preliminary list of required due diligence items

8. Management Structure: Proposed management organization post-transaction

9. Earn-out Calculations: Detailed methodology for calculating any earn-out payments

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Banking and Finance

Technology

Manufacturing

Real Estate

Healthcare

Energy

Retail

Telecommunications

Professional Services

Consumer Goods

Industrial

Media and Entertainment

Transportation and Logistics

Biotechnology

Construction

Agriculture

Mining and Materials

Relevant Teams

Legal

Finance

Corporate Development

Strategy

Executive Leadership

Risk and Compliance

Corporate Secretariat

Investment Banking

Due Diligence

Integration

Tax

Operations

Business Development

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Investment Banker

M&A Lawyer

Due Diligence Manager

Finance Director

Strategy Director

Business Development Manager

Transaction Advisory Partner

Integration Manager

Corporate Finance Manager

Legal Counsel

Risk Manager

Compliance Officer

Board Member

Managing Director

Private Equity Manager

Investment Director

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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