Business Acquisition Letter Of Intent Template for United Arab Emirates

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Key Requirements PROMPT example:

Business Acquisition Letter Of Intent

"I need a Business Acquisition Letter of Intent for my technology company's proposed acquisition of a Dubai-based software development firm, with an exclusivity period until March 2025 and specific provisions for intellectual property protection under UAE law."

Document background
A Business Acquisition Letter of Intent is a crucial preliminary document used in the UAE business acquisition process to establish the framework for negotiations and due diligence. This document is typically employed when parties have reached initial understanding on key terms but before conducting detailed due diligence or drafting definitive agreements. Under UAE jurisdiction, it must account for specific local requirements such as foreign ownership restrictions, regulatory approvals, and potential free zone regulations. While primarily non-binding, it typically includes binding provisions for confidentiality and exclusivity, and serves as a roadmap for the proposed transaction, outlining key commercial terms, timeline, and process steps in accordance with UAE legal requirements.
Suggested Sections

1. Date and Parties: Opening section identifying the parties, their registered addresses, and company details including trade license numbers as per UAE requirements

2. Introduction: Brief statement of intent to explore the potential acquisition

3. Transaction Overview: High-level description of the proposed transaction structure and assets/business to be acquired

4. Purchase Price Structure: Indicative purchase price or price range and payment terms, subject to due diligence

5. Due Diligence: Outline of the due diligence process, timing, and scope

6. Timeline: Proposed schedule for key milestones including due diligence, definitive agreement, and closing

7. Confidentiality: Binding provisions regarding the confidentiality of discussions and shared information

8. Exclusivity: Binding provisions for exclusive negotiations for a specified period

9. Costs and Expenses: Statement on how transaction costs will be borne by the parties

10. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified provisions

11. Governing Law: Specification of UAE law as governing law and relevant jurisdiction for disputes

Optional Sections

1. Conditions Precedent: Key conditions that must be met before proceeding with the transaction, used when specific regulatory approvals or third-party consents are anticipated

2. Employee Matters: Overview of proposed treatment of employees, used when workforce considerations are a key aspect of the transaction

3. Financing: Information about funding arrangements, used when the buyer needs to specify funding sources or conditions

4. Break Fee: Provisions for compensation if either party terminates discussions, used in larger transactions or when significant due diligence costs are expected

5. Post-Closing Management: Preliminary agreement on post-acquisition management structure, used when continuity of management is a key consideration

6. Sharia Compliance: Specific provisions ensuring compliance with Islamic law principles, used when either party requires Sharia-compliant transaction structuring

Suggested Schedules

1. Key Assets Schedule: Preliminary list of main assets included in the proposed transaction

2. Due Diligence Checklist: Initial list of required documents and information for due diligence

3. Transaction Timeline: Detailed timeline with key dates and milestones

4. Exclusivity Terms: Detailed terms of the exclusivity arrangement including specific restricted actions

5. Confidentiality Terms: Detailed confidentiality provisions and permitted disclosure circumstances

Authors

Alex Denne

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

Relevant Industries

Technology

Real Estate

Manufacturing

Retail

Healthcare

Financial Services

Energy

Construction

Hospitality

Transportation & Logistics

Media & Entertainment

Professional Services

Education

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Executive Leadership

Risk & Compliance

Business Development

Corporate Secretariat

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Legal Counsel

Corporate Development Director

Investment Manager

Business Development Manager

Mergers & Acquisitions Director

Strategy Director

Finance Director

Company Secretary

Board Members

General Counsel

Commercial Director

Risk Manager

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): The primary legislation governing commercial companies in the UAE, including provisions for acquisitions, mergers, and corporate restructuring. This law sets out the legal framework for different types of companies and the requirements for ownership changes.
UAE Federal Law No. 4 of 2012 (Competition Law): Regulates competition aspects of business acquisitions, including merger control provisions and requirements for notification to authorities if certain thresholds are met.
UAE Federal Law No. 19 of 2018 (FDI Law): Governs foreign direct investment in the UAE, including restrictions and permissions for foreign ownership of UAE companies, which is crucial for cross-border acquisitions.
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Provides the general framework for commercial transactions and business dealings in the UAE, including provisions relevant to business contracts and commercial obligations.
UAE Federal Decree-Law No. 33 of 2021 (Labour Law): Important for addressing employee-related aspects of the business acquisition, including transfer of employees and protection of their rights during ownership changes.
UAE Federal Law No. 31 of 2021 (Anti-Money Laundering Law): Relevant for due diligence requirements and compliance obligations in business acquisitions to prevent money laundering and ensure transaction legitimacy.
UAE Federal Law No. 11 of 1992 (Civil Code): Provides general principles of contract law and obligations that apply to all agreements, including Letters of Intent, in the UAE.
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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