The Business Acquisition Term Sheet is a crucial preliminary document used in mergers and acquisitions transactions in the United Arab Emirates. It serves as a roadmap for the proposed transaction, outlining key commercial and legal terms while ensuring compliance with UAE legislation, including the Commercial Companies Law and Foreign Direct Investment Law. This document is typically prepared after initial discussions between parties but before detailed due diligence and definitive agreements. While mostly non-binding (except for specific provisions like confidentiality and exclusivity), it captures the parties' intentions and sets the framework for negotiating the final transaction documents. The term sheet addresses essential elements such as transaction structure, valuation, conditions precedent, and timing, while considering UAE-specific requirements such as foreign ownership restrictions and regulatory approvals.
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1. Parties: Identification of buyer, seller, and target company with full legal names and registration details
2. Background: Brief description of the transaction context and parties' intentions
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Proposed structure of the acquisition (share purchase, asset purchase, etc.)
5. Purchase Price: Proposed consideration and payment terms
6. Key Assets: Description of main assets included in the transaction
7. Due Diligence: Framework and timeline for due diligence process
8. Conditions Precedent: Key conditions that must be met before closing
9. Timeline: Proposed schedule for key transaction milestones
10. Exclusivity: Terms of exclusive negotiation period
11. Confidentiality: Binding provisions regarding confidential information
12. Governing Law: Specification of UAE law as governing law
13. Binding Effect: Clear statement of which provisions are binding vs. non-binding
1. Management and Employment: Terms regarding key management retention and employment arrangements, used when management continuity is crucial
2. Regulatory Approvals: Specific requirements for regulatory clearances, included when transaction requires competition law or other regulatory approval
3. Foreign Ownership Provisions: Specific structures to comply with UAE foreign ownership restrictions, needed for foreign buyers
4. Post-Closing Covenants: Key post-closing obligations, included for complex integrations
5. Break Fee: Terms of break fee or expense reimbursement, included in larger transactions
6. Earnout: Structure of any contingent payment arrangements, used when parties cannot agree on fixed valuation
7. Free Zone Requirements: Specific provisions for free zone companies, included if target is in a free zone
1. Schedule A - Purchase Price Calculation: Detailed breakdown of purchase price components and adjustments
2. Schedule B - Key Assets List: Comprehensive list of material assets included in the transaction
3. Schedule C - Due Diligence Requirements: Detailed list of required due diligence items and documentation
4. Schedule D - Transaction Timeline: Detailed timeline with specific dates and milestones
5. Schedule E - Key Employees: List of key employees and proposed retention terms
6. Appendix 1 - Corporate Structure: Current and proposed post-closing corporate structure diagrams
7. Appendix 2 - Required Consents: List of required third-party and regulatory consents
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