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Business Acquisition Letter Of Intent Template for Singapore

A Business Acquisition Letter of Intent under Singapore law is a preliminary document that outlines the proposed terms and conditions for the purchase of a business. It serves as a framework for negotiations and typically includes both binding and non-binding provisions. Under Singapore's legal framework, this document is governed by the Companies Act and common law principles, incorporating specific requirements for corporate transactions in the Singapore market. While not legally binding in its entirety, it sets out key commercial terms and establishes the groundwork for due diligence and definitive agreements.

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What is a Business Acquisition Letter Of Intent?

The Business Acquisition Letter of Intent is a crucial preliminary step in corporate acquisitions in Singapore. It is typically used when a potential buyer has identified a target business and wishes to formalize their interest while maintaining confidentiality and establishing exclusive negotiation rights. The document outlines key commercial terms, valuation parameters, and the framework for due diligence, while clearly distinguishing between binding and non-binding provisions. Under Singapore's legal system, this document provides important protections for both parties during the negotiation phase, though it is generally not intended to be fully binding except for specific provisions such as confidentiality and exclusivity.

What sections should be included in a Business Acquisition Letter Of Intent?

1. Parties: Details of the potential buyer and seller, including registered addresses and company registration numbers

2. Background/Recitals: Brief description of the parties and the purpose of the LOI

3. Transaction Overview: High-level description of the proposed transaction, including target business/assets

4. Purchase Price: Indicative price range or valuation methodology

5. Due Diligence: Framework for conducting due diligence and information access

6. Confidentiality: Obligations regarding confidential information exchange

7. Binding vs Non-Binding Provisions: Clear distinction between which provisions are binding and non-binding

What sections are optional to include in a Business Acquisition Letter Of Intent?

1. Exclusivity: Period during which seller cannot negotiate with other parties

2. Break Fee: Compensation if either party terminates negotiations

3. Conditions Precedent: Key conditions that must be satisfied before proceeding

4. Transaction Timeline: Expected timeline for key milestones

What schedules should be included in a Business Acquisition Letter Of Intent?

1. Initial Due Diligence Checklist: Preliminary list of documents and information required

2. Transaction Structure Diagram: Visual representation of proposed transaction structure

3. Key Assets Schedule: Preliminary list of key assets included in the transaction

4. Required Regulatory Approvals: List of anticipated regulatory approvals needed

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Singapore

Publisher

Ƶ

Cost

Free to use

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