Preliminary Share Purchase Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Preliminary Share Purchase Agreement

"I need a Preliminary Share Purchase Agreement for the acquisition of a Saudi manufacturing company, where the purchaser is a foreign investor from the UK, with a planned completion date of March 2025 and a 60-day exclusivity period."

Document background
The Preliminary Share Purchase Agreement is a crucial document used in the initial stages of share acquisition transactions in Saudi Arabia. It serves as a bridge between initial negotiations and the final share purchase agreement, providing a structured framework while key terms are being negotiated and due diligence is conducted. This document is particularly important in the Saudi Arabian context as it must comply with both civil law requirements and Shariah principles, while also considering various regulatory requirements including those from the Ministry of Commerce and the Capital Market Authority. The agreement typically includes provisions for exclusivity, confidentiality, due diligence processes, and preliminary price mechanisms, while leaving room for detailed terms to be finalized in the definitive agreement. It's commonly used when parties have reached preliminary understanding on key commercial terms but need time to complete detailed investigations and negotiations.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and the target company, including their full legal names and registration details

2. Background: Context of the transaction, brief description of the target company, and purpose of the preliminary agreement

3. Definitions: Key terms used throughout the agreement, ensuring clarity and consistent interpretation

4. Sale and Purchase: Basic agreement to sell and purchase shares, subject to conditions and due diligence

5. Purchase Price: Preliminary price or price calculation mechanism, including any deposits or earnest money

6. Due Diligence: Framework for conducting due diligence, including scope, timeline, and access rights

7. Conditions Precedent: Key conditions that must be satisfied before proceeding to definitive agreements

8. Exclusivity: Period during which seller cannot negotiate with other potential buyers

9. Confidentiality: Obligations regarding confidential information exchanged during negotiations

10. Timeline: Key dates and deadlines for due diligence, definitive agreements, and closing

11. Costs: Allocation of costs and expenses related to the transaction

12. Governing Law and Jurisdiction: Specification of Saudi law as governing law and relevant dispute resolution mechanisms

13. Termination: Circumstances under which either party can terminate the preliminary agreement

14. Signing and Execution: Execution provisions compliant with Saudi law requirements

Optional Sections

1. Break Fee: Applicable when parties want to include a fee payable if either party withdraws from negotiations

2. Management Control: Used when interim management arrangements are needed during the due diligence period

3. Regulatory Approvals: Required when the transaction needs specific regulatory clearances

4. Employee Matters: Relevant when employment considerations are critical to the transaction

5. Shariah Compliance: Detailed section needed when transaction involves Islamic financing or specific Shariah requirements

6. Foreign Investment Provisions: Required when the purchaser is a foreign entity

7. Competition Clearance: Needed when the transaction size requires competition authority approval

8. Interim Period Covenants: Used when specific operational restrictions are needed during the negotiation period

Suggested Schedules

1. Share Information: Details of shares being sold, including class, rights, and current ownership

2. Initial Due Diligence Checklist: Preliminary list of documents and information required for due diligence

3. Timetable: Detailed timeline of key dates and milestones

4. Form of Confidentiality Agreement: Template of detailed NDA if not already executed

5. Material Contracts: List of key contracts requiring review or consent

6. Regulatory Requirements: List of required regulatory approvals and filings

7. Permitted Actions: List of actions the target company can take during the exclusivity period

8. Corporate Structure: Current and proposed corporate structure diagrams

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

Financial Services

Manufacturing

Technology

Healthcare

Real Estate

Retail

Energy

Telecommunications

Professional Services

Construction

Transportation

Mining

Agriculture

Education

Hospitality

Relevant Teams

Legal

Corporate Finance

Mergers & Acquisitions

Executive Leadership

Business Development

Compliance

Due Diligence

Corporate Secretariat

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Head of Mergers & Acquisitions

Investment Director

Business Development Director

Company Secretary

Financial Controller

Compliance Officer

Board Member

Managing Director

Transaction Manager

Due Diligence Manager

Corporate Finance Manager

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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