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Acquisition Term Sheet Template for Philippines

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Key Requirements PROMPT example:

Acquisition Term Sheet

"I need an Acquisition Term Sheet for a proposed purchase of a Philippine manufacturing company, where the buyer is a domestic corporation acquiring 100% of the shares, with specific attention to environmental compliance and employee retention provisions."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






































Clauses

































Relevant Industries

Banking and Financial Services

Real Estate

Manufacturing

Technology

Telecommunications

Retail

Healthcare

Energy

Mining

Transportation and Logistics

Agriculture

Construction

Education

Business Process Outsourcing

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Executive Leadership

Risk Management

Compliance

Business Development

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

General Counsel

Investment Director

Mergers & Acquisitions Director

Business Development Director

Finance Director

Legal Counsel

Corporate Development Manager

Investment Manager

Due Diligence Manager

Risk Manager

Compliance Officer

Board Member

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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