A Stock Purchase Letter of Intent (LOI) is a crucial preliminary document used in Nigerian corporate transactions when one party intends to purchase shares in a company. It serves as a roadmap for the transaction, outlining key terms such as purchase price, due diligence requirements, and timeline, while establishing certain binding obligations like confidentiality and exclusivity. This document is particularly important in the Nigerian business context, where it helps parties align their expectations and commence due diligence while complying with local corporate and securities laws. While not the final agreement, the LOI demonstrates serious intent and typically precedes more detailed definitive agreements. It's commonly used in both private and public company transactions, though the specific terms and complexity may vary based on the transaction size and nature of the business.
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1. Date and Parties: Identification of the parties, their registered addresses, and company registration details
2. Introduction/Background: Brief context of the proposed transaction and current ownership of target shares
3. Definitions: Key terms used throughout the document
4. Proposed Transaction: Overview of the intended stock purchase, including number of shares and basic terms
5. Purchase Price: Proposed purchase price or pricing mechanism for the shares
6. Due Diligence: Framework for the buyer's investigation of the company and its shares
7. Confidentiality: Binding provisions regarding the confidential treatment of shared information
8. Exclusivity: Period during which the seller cannot negotiate with other potential buyers
9. Timeline: Proposed schedule for completing due diligence and executing definitive agreements
10. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified provisions
11. Governing Law: Specification of Nigerian law as governing law
12. Signatures: Execution blocks for authorized representatives of all parties
1. Break Fee: Terms of any break-up fee payable if the transaction doesn't proceed, used in larger transactions
2. Cost Allocation: Agreement on how transaction costs will be shared, included when significant costs are expected
3. Management Arrangements: Preliminary terms for post-completion management, used when management changes are contemplated
4. Regulatory Approvals: Framework for obtaining necessary regulatory approvals, included for regulated industries or large transactions
5. Employee Matters: Preliminary agreement on treatment of employees, included when significant workforce is involved
6. Conditions Precedent: Key conditions that must be met before proceeding with the transaction, used in complex deals
1. Schedule A - Target Shares: Detailed description of the shares to be purchased, including class, rights, and current ownership
2. Schedule B - Price Calculation: Detailed methodology for calculating the purchase price, if complex
3. Schedule C - Due Diligence Requirements: List of required documents and information for due diligence
4. Schedule D - Timeline: Detailed timeline with specific milestones and deadlines
5. Schedule E - Binding Terms: Clear list of which provisions are intended to be binding
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