An Acquisition Letter of Intent is a crucial preliminary document used in the early stages of merger and acquisition transactions in the Philippines. It serves as a roadmap for the proposed transaction, outlining key terms and conditions while allowing parties to proceed with due diligence and detailed negotiations. The document typically contains both non-binding elements (such as proposed purchase price and structure) and binding elements (such as confidentiality and exclusivity provisions). Under Philippine law, special attention must be paid to compliance with the Revised Corporation Code, Securities Regulation Code, and Philippine Competition Act, particularly for larger transactions or those involving regulated industries. The document helps parties establish clear expectations and timelines while providing a foundation for the eventual definitive agreements.
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1. Date and Addresses: Opening of the letter with date and proper addressing to the target company
2. Introduction: Brief introduction identifying the parties and their interest in the potential transaction
3. Transaction Overview: High-level description of the proposed transaction structure and assets/shares to be acquired
4. Purchase Price and Payment Terms: Proposed purchase price, payment structure, and any price adjustment mechanisms
5. Due Diligence: Scope and process of the proposed due diligence investigation
6. Exclusivity: Terms and duration of exclusive negotiations
7. Confidentiality: Obligations regarding confidential information exchange
8. Timeline: Proposed schedule for completing due diligence and executing definitive agreements
9. Costs and Expenses: Allocation of transaction costs and expenses
10. Non-Binding Nature: Clear statement of which provisions are non-binding vs. binding
11. Governing Law: Specification of Philippine law as governing law
12. Closing: Signature blocks and formal closing of the letter
1. Financing: Include when the acquisition requires specific financing arrangements or conditions
2. Regulatory Approvals: Include when the transaction requires government or regulatory approvals
3. Employee Matters: Include when there are specific employment-related considerations or commitments
4. Real Estate: Include when the acquisition involves significant real estate assets
5. Intellectual Property: Include when IP assets are a material part of the acquisition
6. Break Fee: Include when parties agree to a break fee for termination under specific circumstances
7. Management Retention: Include when there are specific arrangements for retaining key management
1. Schedule A - Assets/Shares: Preliminary list of assets or shares to be acquired
2. Schedule B - Price Calculation: Details of purchase price calculation methodology
3. Schedule C - Due Diligence Requirements: List of required due diligence documents and information
4. Schedule D - Timeline: Detailed timeline with key milestones and deadlines
5. Schedule E - Required Approvals: List of anticipated regulatory and third-party approvals
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