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Merger And Acquisition Term Sheet Template for Saudi Arabia

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Key Requirements PROMPT example:

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."

Document background
The Merger and Acquisition Term Sheet is a crucial preliminary document used in Saudi Arabian M&A transactions to establish the fundamental terms and understanding between parties before proceeding with detailed due diligence and definitive agreements. This document has gained particular significance with the increase in M&A activity driven by Saudi Vision 2030 and economic diversification initiatives. It typically includes essential terms such as transaction structure, pricing, conditions precedent, and exclusivity provisions, while considering Saudi-specific regulatory requirements including CMA regulations, foreign investment restrictions, and Shariah compliance. The term sheet serves as a roadmap for the transaction and, while largely non-binding, certain provisions such as confidentiality and exclusivity are typically binding on the parties.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

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Relevant Industries

Financial Services

Technology

Healthcare

Manufacturing

Real Estate

Energy

Telecommunications

Retail

Construction

Mining

Agriculture

Education

Transportation

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Compliance

Risk Management

Business Development

Executive Management

Treasury

Tax

Corporate Communications

Relevant Roles

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

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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