The Merger and Acquisition Term Sheet is a crucial preliminary document in Indian M&A transactions that serves as a roadmap for the proposed deal. It is typically used after initial discussions between parties have yielded basic agreement on key commercial terms but before detailed due diligence and definitive agreements. The document captures essential terms including transaction structure, valuation, conditions precedent, and regulatory requirements under Indian law. While mostly non-binding, it demonstrates serious intent and guides the preparation of detailed transaction documents. It must comply with Indian corporate laws including the Companies Act, 2013, Competition Act, 2002, and relevant SEBI regulations for listed companies. The term sheet helps prevent misunderstandings by documenting the parties' initial understanding and expedites the process of drafting definitive agreements.
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1. Parties: Identification of all parties involved in the transaction, including the buyer, seller, and target company
2. Background: Brief overview of the companies involved and the context of the proposed transaction
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Detailed description of the proposed transaction structure (share purchase, asset purchase, merger, etc.)
5. Purchase Price: Details of the consideration, including amount, form (cash, shares, etc.), and payment terms
6. Closing Conditions: Key conditions that must be satisfied before the transaction can be completed
7. Due Diligence: Scope and timeline for the due diligence process
8. Exclusivity: Terms of exclusive negotiation period
9. Confidentiality: Provisions regarding confidentiality of negotiations and information exchange
10. Binding Effect: Clarification of which provisions are binding and non-binding
11. Timeline: Expected timeline for key milestones including due diligence, definitive agreements, and closing
12. Governing Law: Applicable law and jurisdiction for dispute resolution
13. Costs: Allocation of transaction costs between parties
1. Earn-out Provisions: Include when the deal involves contingent payments based on future performance
2. Employee Matters: Include when there are specific arrangements for key employees or workforce transition
3. Regulatory Approvals: Include for transactions requiring specific regulatory clearances (e.g., CCI approval)
4. Break-up Fee: Include when parties want to specify compensation if either party backs out
5. Management Structure: Include when there are specific post-closing management arrangements
6. Foreign Investment Provisions: Include for cross-border transactions requiring FDI approval
7. Minority Rights: Include when minority shareholders will retain rights post-transaction
8. Non-Compete: Include when restrictions on future competition are required
9. Real Estate Matters: Include when real estate assets are material to the transaction
1. Capital Structure: Details of the target company's current and post-closing capital structure
2. Material Assets: List of key assets included in the transaction
3. Key Contracts: List of material contracts requiring consent or special treatment
4. Intellectual Property: Schedule of material IP assets
5. Purchase Price Adjustments: Detailed mechanics for any price adjustment provisions
6. Required Consents: List of third-party and regulatory consents required
7. Key Employees: List of key employees and any special arrangements
8. Permitted Encumbrances: List of accepted liens or encumbrances on assets
9. Excluded Assets/Liabilities: Schedule of assets or liabilities excluded from the transaction
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