The Acquisition Term Sheet is a crucial preliminary document in Malaysian M&A transactions, typically used during the initial stages of a potential acquisition to document the key commercial and legal terms agreed between parties. It serves as a roadmap for further negotiations and the preparation of definitive agreements. While primarily non-binding, it demonstrates serious intent and typically includes certain binding provisions such as confidentiality and exclusivity. The document must comply with Malaysian legal requirements, including the Companies Act 2016, Capital Markets and Services Act 2007 (for listed companies), and relevant regulatory frameworks. It's particularly important in cross-border transactions where Malaysian law governs the acquisition process.
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1. Parties: Identification of buyer, seller, and target company with complete legal names and registration details
2. Background: Brief context of the proposed transaction and current ownership structure
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Type of acquisition (share/asset purchase), percentage being acquired, and basic structure
5. Purchase Price: Proposed consideration, payment structure, and any price adjustment mechanisms
6. Key Terms: Essential commercial terms including payment timing, earn-outs if applicable
7. Conditions Precedent: Key conditions that must be met before closing
8. Due Diligence: Scope and timeline for due diligence process
9. Timeline: Key dates and milestones for the transaction
10. Exclusivity: Terms and duration of any exclusive negotiation period
11. Confidentiality: Confidentiality obligations of the parties
12. Costs: Allocation of transaction costs and expenses
13. Binding Effect: Clear statement of which provisions are binding and non-binding
1. Regulatory Approvals: Include when transaction requires specific regulatory clearances or compliance
2. Employee Matters: Include when employment/benefit arrangements are crucial to the deal
3. Intellectual Property: Include for technology companies or IP-heavy businesses
4. Real Estate: Include when property transfers are a significant part of the transaction
5. Environmental Matters: Include for industries with significant environmental considerations
6. Transition Services: Include when post-closing services are required from seller
7. Governing Law and Dispute Resolution: Include when parties are from different jurisdictions or specific dispute resolution mechanism is preferred
8. Break Fee: Include when there's a need to ensure serious commitment from parties
1. Asset Schedule: Preliminary list of key assets included in the transaction (for asset deals)
2. Key Contracts: List of material contracts requiring attention or assignment
3. Indicative Timeline: Detailed timeline with key milestones and deadlines
4. Price Adjustment Mechanics: Detailed methodology for any price adjustment calculations
5. Key Personnel: List of key employees or management team members crucial to the transaction
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