The Acquisition Term Sheet is a crucial preliminary document used in merger and acquisition transactions in the Philippines, typically prepared after initial discussions between parties but before detailed due diligence and definitive agreements. It serves as a roadmap for the transaction, outlining key commercial terms, conditions, and timelines while considering Philippine regulatory requirements, including those under the Corporation Code, Securities Regulation Code, and Philippine Competition Act. This document helps parties align their expectations early in the process and provides a structured framework for negotiating the final transaction documents. While mostly non-binding, certain provisions like confidentiality and exclusivity are typically made binding. The term sheet must be drafted with careful consideration of Philippine foreign investment restrictions, competition law thresholds, and industry-specific regulations that may affect the final transaction.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership聽of your docs
1. Parties: Identification of the buyer, seller, and target company with complete legal names and jurisdictions
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 purchase, asset purchase, merger) and basic deal structure
5. Purchase Price: Proposed consideration, including amount, form of payment, and any adjustments
6. Payment Terms: Timing and method of payment, including any deferred consideration or earnout provisions
7. Key Conditions Precedent: Essential conditions that must be met before closing
8. Due Diligence: Scope and timeline for due diligence investigation
9. Exclusivity: Terms and duration of exclusive negotiation period
10. Confidentiality: Binding provisions regarding confidential information
11. Timeline: Key dates and proposed timeline for completion
12. Costs: Allocation of transaction costs between parties
13. Governing Law: Applicable law and jurisdiction for the term sheet and proposed transaction
1. Management and Employment: Used when there are specific arrangements for key management retention or employment terms
2. Regulatory Approvals: Include when transaction requires specific regulatory clearances (e.g., Philippine Competition Commission approval)
3. Foreign Investment Provisions: Required when the buyer includes foreign investors and transaction involves restricted industries
4. Intellectual Property: Include when IP assets are a significant part of the transaction value
5. Real Estate: Used when significant real estate assets are involved
6. Environmental Matters: Include for industries with significant environmental considerations
7. Financing Conditions: Include when purchase is subject to financing arrangements
8. Post-Closing Covenants: Used when specific post-closing obligations need to be highlighted
9. Break Fee: Include when parties agree to break fee provisions
1. Corporate Structure Chart: Visual representation of current and post-transaction corporate structure
2. Asset Schedule: List of key assets included in the transaction (if asset purchase)
3. Price Calculation: Detailed methodology for purchase price calculation and adjustments
4. Key Contracts: List of material contracts requiring consent or special treatment
5. Required Consents: List of third-party and regulatory consents required
6. Transaction Timeline: Detailed timeline with key milestones and deadlines
7. Due Diligence Checklist: Preliminary list of required due diligence items
Find the exact document you need
Property Purchase Letter Of Intent
A preliminary document used in Philippine real estate transactions to express formal interest in purchasing property and outline basic terms of the proposed transaction.
Download
Real Estate Purchase Letter Of Intent
A preliminary document under Philippine law expressing intent to purchase real estate and outlining key terms for negotiation.
Download
Non Disclosure Agreement Business Acquisition
Philippine-law governed NDA for protecting confidential information during business acquisition processes and due diligence.
Download
Merger And Acquisition Agreement
A Philippine law-governed agreement that sets out the terms and conditions for a corporate merger or acquisition transaction, ensuring compliance with local regulatory requirements.
Download
Letter Of Intent Share Purchase
A preliminary document under Philippine law outlining proposed terms for a share purchase transaction, serving as a framework for negotiation and due diligence.
Download
Land Acquisition Agreement
A Philippine law-governed agreement for the transfer of land ownership, detailing terms, conditions, and compliance requirements for property acquisition.
Download
Intent To Purchase Business Agreement
A Philippine law-governed preliminary agreement expressing the intention to purchase a business, outlining key terms and conditions for negotiation and due diligence.
Download
Confidentiality Agreement Mergers And Acquisitions
A Philippine law-governed confidentiality agreement for M&A transactions, protecting sensitive information during deal negotiations and due diligence.
Download
Company Acquisition Contract
A legally binding agreement under Philippine law governing the sale and purchase of a company, including all essential terms and conditions for the acquisition transaction.
Download
Company Acquisition Agreement
A legally binding agreement under Philippine law governing the sale and purchase of a company, detailing all terms, conditions, and obligations of the transaction.
Download
Commercial Purchase Letter Of Intent
A preliminary non-binding document under Philippine law outlining proposed terms for a commercial purchase transaction between parties.
Download
Buyout Term Sheet
A preliminary document under Philippine law outlining key terms and conditions for a proposed business acquisition or buyout transaction.
Download
Business Acquisition Contract
A Philippine law-governed contract facilitating the purchase and sale of a business entity or its assets, outlining all terms, conditions, and regulatory compliance requirements.
Download
Business Acquisition Agreement
A Philippine law-governed agreement documenting the terms and conditions for the acquisition of a business entity or its assets, including purchase terms, warranties, and closing conditions.
Download
Asset Purchase Term Sheet
A preliminary agreement under Philippine law outlining key terms and conditions for a proposed asset purchase transaction, serving as a basis for negotiating the final agreement.
Download
Asset Purchase Letter Of Intent
A preliminary document under Philippine law outlining proposed terms and conditions for an asset purchase transaction, serving as a framework for negotiations and due diligence.
Download
Asset Acquisition Agreement
A Philippine law-governed agreement for the transfer of assets between parties, detailing terms, conditions, and regulatory compliance requirements.
Download
Acquisition Term Sheet
A preliminary agreement outlining key terms and conditions for a proposed acquisition transaction under Philippine law.
Download
Acquisition Purchase Agreement
A Philippine law-governed agreement detailing the terms and conditions for the purchase and sale of a business or its assets.
Download
Acquisition Non Compete Agreement
A Philippine law-governed agreement that combines business acquisition terms with non-compete provisions to protect the buyer's interests during and after an acquisition transaction.
Download
Stock Purchase Letter Of Intent
A preliminary document outlining proposed terms for share purchase in the Philippines, setting framework for negotiation while complying with local corporate laws.
Download
Stock Purchase Agreement Private Company
A Philippine law-governed agreement for the sale and purchase of shares in a private company, detailing terms, conditions, and regulatory compliance requirements.
Download
Simple Merger Agreement
A foundational legal document under Philippine law that outlines the terms and conditions for combining two companies into a single entity through a merger.
Download
Acquisition Letter Of Intent
A preliminary document under Philippine law outlining proposed terms and conditions for a potential business acquisition, serving as a framework for negotiations while maintaining specific binding provisions.
Download
Share Acquisition Agreement
A legally binding agreement for the sale and purchase of company shares under Philippine law, detailing transaction terms and regulatory compliance requirements.
Download
Letter Of Intent To Purchase Business
A preliminary document outlining proposed terms for business acquisition in the Philippines, serving as a framework for negotiation and due diligence.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)