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.
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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
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
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
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