The Letter Of Intent Share Purchase Agreement is a crucial preliminary document used in Nigerian corporate transactions when parties wish to formalize their intention to enter into a share purchase transaction while maintaining flexibility for negotiation. It serves as a roadmap for the transaction, typically used after initial discussions but before detailed due diligence and final binding agreements. The document reflects Nigerian legal requirements and business practices, incorporating relevant provisions from the Companies and Allied Matters Act 2020 and other applicable regulations. While mostly non-binding, it often includes binding provisions for confidentiality, exclusivity, and costs, making it a significant step in the M&A process. This document type is particularly important in the Nigerian context where regulatory compliance and clear documentation of intentions are essential for smooth transaction progression.
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1. Parties: Identification of the potential seller(s) and buyer(s), including full legal names and addresses
2. Background/Recitals: Context of the proposed transaction, including brief description of the target company and parties' intentions
3. Definitions: Key terms used throughout the document
4. Proposed Transaction Structure: Overview of the proposed share purchase, including number/percentage of shares to be acquired
5. Indicative Purchase Price: Proposed purchase price or price range and payment structure
6. Due Diligence: Framework for the buyer's due diligence process and timeline
7. Conditions Precedent: Key conditions that must be met before proceeding with the final agreement
8. Binding Provisions: Explicitly specified binding terms (typically confidentiality, exclusivity, and costs)
9. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified provisions
10. Timeline: Proposed schedule for due diligence, negotiation, and execution of definitive agreements
11. Governing Law: Specification of Nigerian law as governing law
12. Execution: Signature blocks for authorized representatives of all parties
1. Break Fee: Include when parties want to specify fees payable if either party terminates negotiations
2. Regulatory Approvals: Include when transaction will require specific regulatory approvals (e.g., SEC, CBN)
3. Management and Employment: Include when there are specific intentions regarding key management retention or changes
4. Financing: Include when buyer's financing arrangements are material to the transaction
5. Asset Schedule: Include when specific assets or liabilities need to be highlighted for inclusion/exclusion
6. Dispute Resolution: Include when parties want to specify binding dispute resolution mechanisms for the binding provisions
1. Corporate Information Schedule: Basic information about the target company including corporate structure and share capital
2. Due Diligence Requirements: List of required documents and information for due diligence
3. Indicative Timeline: Detailed timeline with key milestones and deadlines
4. Key Terms Sheet: Summary of principal commercial terms to be included in the definitive agreement
5. Confidentiality Provisions: Detailed confidentiality terms that will be binding
6. Required Approvals: List of anticipated regulatory and third-party approvals
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