The Letter of Intent Merger is a crucial preliminary document used in New Zealand business transactions when two companies are considering a merger. It serves as a roadmap for the proposed transaction, outlining key terms and conditions while allowing parties to proceed with detailed due diligence and negotiations. This document type is particularly important in the New Zealand context as it must comply with local regulatory requirements, including the Commerce Act 1986 and Companies Act 1993. While most provisions in a Letter of Intent Merger are non-binding, certain elements such as confidentiality, exclusivity, and break fees are typically binding on the parties. The document is used to demonstrate serious intent to proceed with a merger while protecting both parties' interests during the negotiation phase. It typically precedes the more detailed merger agreement and helps secure financing, obtain board approvals, and initiate regulatory clearances where required.
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1. Parties: Full legal names and addresses of both the acquiring and target companies
2. Introduction: Brief statement of the purpose of the letter and the parties' intention to explore a potential merger
3. Transaction Structure: High-level description of the proposed merger structure and key terms
4. Purchase Price and Payment Terms: Proposed consideration, including any adjustments, earnouts, or payment structures
5. Due Diligence: Outline of the due diligence process, timing, and access to information
6. Confidentiality: Terms regarding the confidential treatment of information exchanged
7. Exclusivity: Period during which the seller agrees not to negotiate with other potential buyers
8. Timeline: Key dates and milestones for the proposed transaction
9. Conditions Precedent: Key conditions that must be satisfied before proceeding with the transaction
10. Binding Nature: Clear statement of which provisions are binding and non-binding
11. Governing Law: Specification of New Zealand law as the governing law
12. Signatures: Execution blocks for authorized representatives of both parties
1. Break Fee: Terms regarding any break fee payable if the transaction doesn't proceed, used when there's significant due diligence cost or risk
2. Management and Employment: Preliminary terms regarding key management retention or changes, used when management continuity is crucial
3. Financing: Overview of how the acquisition will be financed, included when financing arrangements are material to the transaction
4. Regulatory Approvals: Specific mention of required regulatory approvals, included when the transaction requires significant regulatory oversight
5. Public Announcements: Terms regarding public communications about the potential merger, included when either party is public or the transaction is likely to attract public attention
6. Costs: Agreement on who bears the costs of the transaction process, included when significant preliminary costs are expected
1. Term Sheet: Detailed summary of key commercial terms of the proposed transaction
2. Timeline Schedule: Detailed timeline of key dates, milestones, and deadlines
3. Due Diligence Requirements: List of required documentation and information for due diligence
4. Excluded Assets/Liabilities: Preliminary list of any assets or liabilities to be excluded from the transaction
5. Key Personnel: List of key employees or management personnel relevant to the transaction
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