An Acquisition Term Sheet is typically used in the early stages of a merger or acquisition transaction to document the fundamental understanding between parties. Under Singapore law, this document serves as a roadmap for the transaction, capturing key commercial terms while usually remaining non-binding except for certain provisions like confidentiality and exclusivity. The term sheet helps parties align their expectations and forms the basis for due diligence and definitive agreements, considering Singapore's regulatory framework including the Companies Act, Securities and Futures Act, and Competition Act requirements.
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Key Requirements PROMPT example:
Acquisition Term Sheet
"I need an Acquisition Term Sheet for a tech startup acquisition in Singapore, where we're looking to acquire 100% of shares with a phased payment structure and specific IP protection clauses, targeting completion by March 2025."
1. Parties: Identification of buyer and seller entities
2. Background: Context of the proposed transaction
3. Transaction Overview: High-level structure of the proposed acquisition
4. Purchase Price: Consideration and payment terms
5. Due Diligence: Scope and timeline of due diligence process
6. Conditions Precedent: Key conditions that must be satisfied before closing
7. Timeline: Key dates and milestones for the transaction
1. Exclusivity: Terms of exclusive negotiation period - used when parties want to ensure exclusive negotiations
2. Break Fee: Compensation if deal fails under specific circumstances - used in larger transactions or when significant costs involved
3. Management Retention: Terms for key management continuation - used when retention of key personnel is critical
4. Financing Contingency: Conditions related to acquisition financing - used when purchase depends on external financing
1. Target Company Information: Key details about the target company structure
2. Purchase Price Calculation: Detailed methodology for price determination
3. Key Assets Schedule: List of material assets included in transaction
4. Timeline Schedule: Detailed transaction timeline and key dates
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