Term Sheet For Acquisition Of Shares Template for Malaysia

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Key Requirements PROMPT example:

Term Sheet For Acquisition Of Shares

"I need a Term Sheet for Acquisition of Shares for a proposed 60% acquisition of a Malaysian manufacturing company by a Singapore-based corporation, with completion targeted for March 2025 and including earn-out provisions based on EBITDA performance."

Document background
A Term Sheet For Acquisition Of Shares is a crucial preliminary document used in Malaysian corporate transactions to establish the framework for share acquisition deals. It is typically prepared after initial discussions between parties but before detailed due diligence and definitive agreements. The document captures key commercial terms, conditions, and transaction structure while generally remaining non-binding except for specific provisions such as confidentiality and exclusivity. Under Malaysian law, this document helps parties align their expectations and serves as a roadmap for lawyers drafting the final agreements. It's particularly important in the Malaysian context where it needs to comply with various regulations including the Companies Act 2016 and, where applicable, the Capital Markets and Services Act 2007. The term sheet typically precedes more detailed documentation and helps streamline the negotiation process by addressing potential deal-breakers early in the transaction.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and the target company

2. Background: Brief context of the proposed transaction and current ownership structure

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Overview of the proposed share acquisition, including number and class of shares

5. Purchase Price: Proposed consideration and payment terms

6. Timing: Expected timeline for due diligence, definitive agreements, and closing

7. Key Conditions Precedent: Essential conditions that must be satisfied before closing

8. Exclusivity: Period during which the seller cannot negotiate with other parties

9. Confidentiality: Terms regarding the confidential treatment of information

10. Costs: Allocation of transaction costs between parties

11. Governing Law: Specification of Malaysian law as the governing law

Optional Sections

1. Management and Employment: Terms regarding retention of key management and employees, used when there are specific employment arrangements to be maintained

2. Earn-out Provisions: Structure for additional payments based on future performance, included when part of the purchase price is contingent on future events

3. Break Fee: Penalties for termination of negotiations, included in larger or more complex transactions

4. Corporate Governance: Post-completion management structure, included when purchaser is acquiring less than 100%

5. Regulatory Approvals: Specific regulatory requirements, included when the transaction requires governmental or regulatory approval

6. Warranties and Indemnities: Overview of key warranties and indemnities, included for more detailed term sheets

7. Non-Compete: Restrictions on seller's future activities, included when seller retention is a concern

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of the target company's share capital

2. Purchase Price Calculation: Detailed methodology for calculating the purchase price

3. Key Assets: List of material assets included in the transaction

4. Timeline: Detailed transaction timeline with key milestones and deadlines

5. Required Consents: List of third-party and regulatory consents required

6. Key Contracts: Summary of material contracts affecting the transaction

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

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Energy

Retail

Telecommunications

Professional Services

Consumer Goods

Industrial

Agriculture

Mining

Transportation

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Executive Leadership

Corporate Secretariat

Risk & Compliance

Treasury

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Finance Director

Head of Mergers & Acquisitions

Legal Counsel

Company Secretary

Investment Director

Business Development Manager

Financial Controller

Corporate Development Manager

Transaction Advisory Director

Board Director

Chief Legal Officer

Chief Strategy Officer

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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