The Business Acquisition Letter of Intent is a crucial preliminary document in Philippine business transactions, typically used when one company intends to acquire another company or its assets. This document serves as a roadmap for the transaction, outlining key terms while allowing flexibility for detailed negotiations. Under Philippine law, special consideration must be given to foreign ownership restrictions, competition law thresholds, and specific industry regulations. The Letter of Intent helps parties align their expectations early in the process and typically includes provisions for due diligence, purchase price mechanisms, and exclusivity periods. While most provisions are non-binding, certain elements like confidentiality obligations are usually binding. This document is particularly important in the Philippine context where business relationships and preliminary agreements carry significant weight in commercial transactions.
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1. Opening and Date: Formal letter opening with date and addressee details
2. Parties Identification: Clear identification of the potential buyer and seller, including full legal names and addresses
3. Transaction Overview: Brief description of the proposed transaction and assets/business to be acquired
4. Purchase Price: Proposed purchase price or price range and payment terms
5. Due Diligence: Outline of the proposed due diligence process and timeline
6. Key Terms: Essential terms of the proposed transaction including structure and major conditions
7. Timeline: Proposed schedule for completing due diligence and executing definitive agreements
8. Confidentiality: Statement regarding confidentiality of discussions and information
9. Exclusivity: Terms of any exclusive negotiation period
10. Non-Binding Nature: Clear statement about which provisions are non-binding vs. binding
11. Closing: Signature blocks and formal letter closing
1. Break Fee: Include when parties want to specify fees payable if either party terminates negotiations
2. Deposit Terms: Include when a good faith deposit is required as part of the transaction
3. Financing Contingency: Include when buyer's ability to complete the transaction is subject to obtaining financing
4. Employee Retention: Include when there are specific intentions regarding key employees
5. Regulatory Approvals: Include when the transaction will require specific regulatory clearances
6. Asset Schedule Reference: Include when specific assets need to be preliminarily identified
7. Governing Law: Include when parties want to specify which jurisdiction's laws will govern the LOI
1. Preliminary Asset List: High-level list of key assets included in the proposed transaction
2. Indicative Timeline: Detailed breakdown of proposed transaction milestones and dates
3. Price Calculation Framework: Basic framework for how the final purchase price will be calculated
4. Key Employees: List of key employees or positions critical to the transaction
5. Required Regulatory Approvals: List of anticipated regulatory approvals needed for the transaction
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