The Stock Purchase Letter of Intent is a crucial preliminary document used in UAE share acquisition transactions to establish the framework for negotiations and due diligence. It serves as a roadmap for the transaction while maintaining flexibility for detailed negotiations. Under UAE law, particularly the Commercial Companies Law and SCA regulations, this document typically precedes the definitive share purchase agreement and helps parties align their expectations early in the transaction process. While mostly non-binding, it usually contains certain binding provisions such as confidentiality and exclusivity clauses. The document is particularly important in the UAE business culture, where formal documentation of preliminary agreements is highly valued and often expected before proceeding with detailed negotiations and due diligence.
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1. Date and Parties: Identification of the sender and recipient, including full legal names and addresses
2. Introduction: Brief statement of intent to negotiate the purchase of shares
3. Transaction Overview: High-level description of the proposed transaction, including the target company and approximate percentage of shares to be purchased
4. Purchase Price: Proposed purchase price or price range and payment terms
5. Due Diligence: Outline of the proposed due diligence process, timeline, and scope
6. Timeline: Proposed schedule for negotiation, due diligence, and closing
7. Exclusivity: Terms of exclusive negotiation period, if applicable
8. Confidentiality: Reference to existing or new confidentiality obligations
9. Binding Provisions: Specification of which provisions are legally binding (typically confidentiality, exclusivity, and governing law)
10. Closing: Signature blocks and formal closing of the letter
1. Financing: Include when the purchase is contingent on securing specific financing arrangements
2. Regulatory Approvals: Include when the transaction requires SCA, competition authority, or other regulatory approvals
3. Employee Matters: Include when there are specific intentions regarding key employees or management
4. Break Fee: Include when parties want to specify compensation if either party terminates negotiations
5. Foreign Investment Provisions: Include when the purchaser is a foreign entity and specific ownership restrictions apply
6. Shareholder Approval: Include when the transaction requires approval from existing shareholders
1. Term Sheet: Detailed summary of key commercial terms for the proposed transaction
2. Due Diligence Checklist: Preliminary list of required documents and information for due diligence
3. Timeline Schedule: Detailed timeline with specific milestones and deadlines
4. Structure Diagram: Visual representation of the proposed transaction structure
5. Key Assets Schedule: List of material assets or contracts that are crucial to the transaction
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Relevant Industries
Financial Services
Real Estate
Technology
Manufacturing
Healthcare
Retail
Energy
Telecommunications
Professional Services
Hospitality
Construction
Trading
Transport and Logistics
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Executive Leadership
Investment
Corporate Secretariat
Business Development
Risk Management
Compliance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Head of Mergers & Acquisitions
Corporate Development Director
Investment Director
Legal Counsel
Finance Director
Company Secretary
Business Development Manager
Strategy Director
Board Member
Managing Director
Investment Manager
Due Diligence Manager
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