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Letter Of Intent Merger
"I need a Letter of Intent Merger for the acquisition of a mid-sized Dutch technology company by our German parent company, with completion targeted for March 2025, including specific provisions for IP rights protection and employee retention."
1. Parties: Identification of the parties involved in the potential merger, including their legal names, registration numbers, and addresses
2. Background: Brief description of each party's business and the strategic rationale for the proposed merger
3. Definitions: Key terms used throughout the letter of intent
4. Transaction Structure: High-level description of the proposed merger structure and key terms
5. Purchase Price and Payment: Preliminary indication of the purchase price or exchange ratio, including any adjustments and payment terms
6. Due Diligence: Scope and process of the due diligence investigation
7. Timeline: Proposed schedule for due diligence, negotiations, and completion
8. Exclusivity: Terms and duration of exclusive negotiations
9. Confidentiality: Obligations regarding confidential information exchange
10. Binding and Non-Binding Provisions: Clear specification of which provisions are legally binding
11. Costs: Allocation of costs and expenses
12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
1. Employee Matters: Preliminary agreements regarding employee retention and consultation, used when significant workforce implications exist
2. Regulatory Approvals: Overview of required regulatory approvals, included when the merger requires specific regulatory clearances
3. Break Fee: Terms of any break fee arrangement, included for larger transactions or where specifically negotiated
4. Public Announcements: Guidelines for public communications, required if either party is public or if public disclosure is anticipated
5. Integration Planning: Preliminary framework for post-merger integration, included for more complex mergers
6. Conditions Precedent: Key conditions that must be met before proceeding with the merger, included for more complex transactions
1. Schedule 1: Key Terms Summary: Summary of main commercial terms and valuation parameters
2. Schedule 2: Due Diligence Requirements: Detailed list of required due diligence items and documentation
3. Schedule 3: Timeline: Detailed timeline with key milestones and deadlines
4. Schedule 4: Exclusivity Terms: Detailed terms of the exclusivity arrangement
5. Appendix A: Corporate Structure: Diagram of proposed post-merger corporate structure
6. Appendix B: Required Approvals: List of required regulatory and corporate approvals
Authors
Target Company
Proposed Transaction
Effective Date
Signing Date
Completion Date
Long-Stop Date
Due Diligence Period
Exclusivity Period
Confidential Information
Definitive Agreement
Purchase Price
Consideration
Material Adverse Change
Business Day
Governing Law
Works Council
Regulatory Authorities
Competition Authority
AFM
Group Companies
Subsidiaries
Board
Management Board
Supervisory Board
Shareholders
Due Diligence Investigation
Data Room
Break Fee
Permitted Purpose
Representatives
Advisers
Binding Provisions
Non-Binding Provisions
Transaction Documents
Merger Control Clearance
Enterprise Value
Working Capital
Net Debt
Recitals
Definitions
Transaction Structure
Purchase Price
Payment Terms
Due Diligence
Confidentiality
Exclusivity
Timeline
Conditions Precedent
Binding Effect
Break Fee
Costs and Expenses
Employee Matters
Works Council Consultation
Regulatory Approvals
Public Announcements
Non-Solicitation
Good Faith Negotiations
Integration Planning
Representations and Warranties
Governing Law
Dispute Resolution
Notices
Assignment
Amendments
Severability
Entire Agreement
Counterparts
Term and Termination
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Energy
Retail
Telecommunications
Professional Services
Transportation
Construction
Agriculture
Mining
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Executive Leadership
Corporate Secretariat
Risk & Compliance
Business Development
Treasury
Tax
Human Resources
Corporate Communications
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Development Director
Mergers & Acquisitions Director
Strategy Director
Board Member
Managing Director
Finance Director
Legal Counsel
Corporate Secretary
Business Development Manager
Integration Manager
Risk Manager
Compliance Officer
Find the exact document you need
Letter Of Intent Merger
A Dutch law-governed preliminary agreement outlining key terms and conditions for a proposed merger, serving as a framework for negotiations and due diligence.
Simple Merger Agreement
A streamlined agreement under Dutch law for combining two companies through a merger, covering essential terms and conditions while ensuring compliance with Dutch corporate regulations.
Merger And Acquisition Term Sheet
A preliminary document under Dutch law outlining key terms and conditions for a proposed merger or acquisition transaction.
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