The Letter Of Intent Merger serves as a crucial preliminary step in Malaysian merger transactions, establishing the framework for subsequent negotiations and due diligence. This document is typically used when parties have reached initial understanding on key merger terms but before conducting detailed due diligence or drafting definitive agreements. It demonstrates serious intent while maintaining flexibility for detailed negotiations, addressing aspects such as transaction structure, valuation principles, exclusivity periods, and confidentiality requirements. Under Malaysian jurisdiction, while mostly non-binding, certain provisions like confidentiality and exclusivity can be made legally binding, requiring compliance with local corporate laws and regulations.
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1. Date and Addresses: Formal letter heading with date and complete addresses of both parties
2. Subject Line: Clear indication that this is a Letter of Intent regarding proposed merger
3. Introduction: Opening paragraph identifying the parties and their authorized representatives
4. Background: Brief description of both companies and the rationale for the proposed merger
5. Transaction Structure: Outline of the proposed merger structure and basic terms
6. Purchase Price and Payment: Proposed valuation and payment terms, including any adjustments
7. Due Diligence: Framework for the due diligence process and timeline
8. Exclusivity: Terms of exclusive negotiation period if applicable
9. Confidentiality: Reference to existing or new confidentiality obligations
10. Timeline: Proposed schedule for key milestones including due diligence, definitive agreements, and closing
11. Closing Conditions: Key conditions that must be met to proceed with the merger
12. Binding/Non-binding: Clear statement of which provisions are binding and non-binding
13. Governing Law: Specification of Malaysian law as governing law
14. Closing: Formal letter closing with signature blocks for authorized representatives
1. Break Fee: Include when parties want to specify compensation if either party terminates negotiations
2. Employee Matters: Include when there are specific intentions regarding retention of key employees or workforce integration
3. Regulatory Approvals: Include when the merger requires specific regulatory clearances
4. Financing Contingency: Include when the merger is subject to securing specific financing
5. Asset/Liability Treatment: Include when specific assets or liabilities need special treatment in the merger
6. Intellectual Property: Include when IP transfer or protection is a key consideration
7. Post-Merger Management: Include when preliminary agreement on post-merger management structure is important
1. Timeline Schedule: Detailed timeline with specific dates for key milestones and deadlines
2. Initial Valuation Summary: Preliminary valuation calculations and key assumptions
3. Due Diligence Checklist: Initial list of required documents and information for due diligence
4. Key Assets Schedule: List of significant assets included in the valuation
5. Required Approvals: List of regulatory and third-party approvals needed
6. Key Personnel: List of key employees or positions crucial to the merger discussion
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