The Merger and Acquisition Term Sheet is a crucial preliminary document used in Dutch M&A transactions to establish the fundamental terms and understanding between parties before proceeding with detailed due diligence and definitive agreements. This document serves as a roadmap for the transaction, incorporating key Dutch legal and regulatory requirements while outlining essential commercial terms such as purchase price, payment structure, and conditions precedent. It is particularly important in the Netherlands due to specific local requirements regarding employee consultation, competition law compliance, and corporate governance standards. While generally non-binding (except for specific provisions like confidentiality and exclusivity), it forms the basis for negotiating the final transaction documents and helps ensure alignment between parties early in the process.
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1. Parties: Identification of the buyer, seller, and target company including full legal names and registration details
2. Background: Brief description of the transaction context and parties' intentions
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Overview of the proposed transaction structure (share purchase, asset purchase, merger)
5. Purchase Price: Proposed consideration, payment structure, and any price adjustment mechanisms
6. Key Terms: Essential transaction terms including timing, conditions precedent, and major milestones
7. Due Diligence: Scope and process of due diligence investigation
8. Exclusivity: Terms of exclusive negotiation period
9. Confidentiality: Confidentiality obligations of the parties
10. Costs: Allocation of transaction costs and expenses
11. Timeline: Expected timeline for completion of due diligence, definitive agreements, and closing
12. Governing Law: Applicable law and jurisdiction
13. Binding Effect: Statement of which provisions are binding and non-binding
1. Employee Matters: Include when the transaction involves significant employee transfers or considerations
2. Regulatory Approvals: Include when the transaction requires specific regulatory clearances
3. Financing: Include when the transaction involves external financing arrangements
4. Tax Structure: Include when specific tax structuring is crucial to the transaction
5. Post-Closing Management: Include when there are specific arrangements for post-closing management
6. Earnout Provisions: Include when part of the purchase price is contingent on future performance
7. Intellectual Property: Include when IP assets are a significant part of the transaction
8. Real Estate: Include when real estate assets are material to the transaction
1. Corporate Structure Chart: Visual representation of the proposed transaction structure
2. Key Assets Schedule: List of material assets included in the transaction (if asset deal)
3. Purchase Price Calculation: Detailed breakdown of purchase price components and adjustments
4. Timeline Schedule: Detailed timeline with key dates and milestones
5. Material Contracts: List of key contracts requiring attention or assignment
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