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Merger And Acquisition Term Sheet
"I need a Merger and Acquisition Term Sheet for the acquisition of a Saudi healthcare company by an international medical group, with completion targeted for March 2025, including specific provisions for regulatory approvals from the Saudi Ministry of Health and addressing medical license transfer requirements."
1. Parties: Identification of the buyer, seller, and target company, including their legal names and jurisdictions
2. Background: Brief overview of the transaction context and parties' intentions
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Type of transaction (share purchase, asset purchase, merger) and basic mechanics
5. Purchase Price: Consideration amount, form of payment, and any pricing adjustments
6. Payment Terms: Timeline and method of payment, including any escrow arrangements
7. Key Conditions Precedent: Essential conditions that must be met before closing
8. Due Diligence: Scope and timeline for due diligence investigation
9. Exclusivity: Period during which seller cannot negotiate with other parties
10. Confidentiality: Obligations regarding transaction information and company data
11. Timeline: Key dates and milestones for the transaction
12. Governing Law: Specification of Saudi Arabian law as governing law and relevant jurisdiction
13. Binding Effect: Statement of which provisions are binding and non-binding
1. Management and Employment: Used when key management retention or employment matters are crucial to the deal
2. Regulatory Approvals: Include when transaction requires specific regulatory clearances (e.g., CMA, SAGIA, Competition Authority)
3. Shareholder Rights: Relevant for partial acquisitions where ongoing shareholder relationships need to be addressed
4. Financing: Include when purchase price is subject to external financing arrangements
5. Post-Closing Covenants: Used when specific post-closing obligations need to be highlighted
6. Break-up Fee: Include when parties want to specify compensation if transaction fails under certain circumstances
7. Sharia Compliance: Include specific provisions when Islamic finance or Sharia-compliant structure is required
8. Zakat and Tax Matters: Used when specific tax structures or obligations need to be addressed
1. Corporate Structure: Diagram showing current and post-transaction corporate structure
2. Key Assets: List of material assets included in the transaction
3. Price Calculation: Detailed methodology for purchase price calculation or adjustments
4. Key Contracts: List of material contracts requiring consent or special treatment
5. Required Consents: List of third-party and regulatory approvals needed
6. Timeline Schedule: Detailed transaction timeline with specific milestones and deadlines
Authors
Financial Services
Technology
Healthcare
Manufacturing
Real Estate
Energy
Telecommunications
Retail
Construction
Mining
Agriculture
Education
Transportation
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Compliance
Risk Management
Business Development
Executive Management
Treasury
Tax
Corporate Communications
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Investment Director
Mergers & Acquisitions Manager
Legal Director
Business Development Manager
Strategy Director
Board Member
Financial Controller
Investment Banking Associate
Corporate Finance Manager
Compliance Officer
Risk Manager
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