The Business Acquisition Letter of Intent is a crucial preliminary document in Canadian M&A transactions, typically used after initial discussions but before detailed due diligence and definitive agreements. It sets out the fundamental terms and understanding between parties, providing a framework for further negotiations while usually maintaining non-binding status on commercial terms. The document needs to comply with Canadian federal and provincial legislation, including the Competition Act and Securities Act where applicable. It typically includes provisions for purchase price, structure, due diligence, exclusivity, and confidentiality, while considering jurisdiction-specific requirements such as bilingual documentation in Quebec or specific provincial corporate law requirements. This document serves as a vital tool in managing transaction expectations and timelines while protecting both parties' interests during the negotiation phase.
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1. Introduction and Parties: Identifies the buyer and seller, their registered addresses, and date of the letter
2. Transaction Overview: Brief description of the proposed transaction, whether share or asset purchase, and the target business
3. Purchase Price: Proposed purchase price, payment structure, and any adjustments
4. Due Diligence: Scope and timeline of the due diligence process, access to information
5. Exclusivity: Period during which seller cannot negotiate with other parties
6. Confidentiality: Treatment of confidential information exchanged during negotiations
7. Timeline: Key dates and milestones for the transaction
8. Binding/Non-binding Provisions: Clear statement of which provisions are binding and non-binding
9. Execution: Signature blocks and acceptance terms
1. Earnout Provisions: Used when part of purchase price is contingent on future performance
2. Employee Matters: Include when specific arrangements for key employees are crucial to the deal
3. Real Estate: When property transfers or lease assignments are significant components
4. Regulatory Approvals: For transactions requiring specific regulatory clearances
5. Break Fee: When parties want to include compensation if deal falls through
6. Financing Contingency: When buyer's ability to complete depends on obtaining financing
7. Working Capital Adjustment: For deals requiring specific working capital mechanisms
1. Asset Schedule: List of key assets included in the transaction
2. Excluded Assets/Liabilities: Items specifically excluded from the transaction
3. Key Financial Terms: Detailed breakdown of purchase price components and payment terms
4. Due Diligence Checklist: Preliminary list of required documents and information
5. Key Employees: List of essential employees and any special arrangements
6. Timeline Schedule: Detailed timeline with specific milestones and deadlines
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