A Letter of Intent Merger is a crucial preliminary document used in the early stages of merger negotiations in the Netherlands. It serves as a roadmap for the proposed transaction, documenting the parties' initial understanding and commitment to pursue the merger. This document is particularly important under Dutch law, where pre-contractual good faith obligations play a significant role in business negotiations. The LOI typically includes both binding provisions (such as confidentiality and exclusivity) and non-binding terms outlining the proposed transaction structure, valuation principles, and key conditions. It's commonly used when parties have reached a preliminary agreement on key terms but need to conduct due diligence and negotiate detailed agreements. The document must comply with Dutch corporate law requirements and often includes considerations for works council consultation and regulatory approvals.
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1. Parties: Identification of the parties involved in the potential merger, including their legal names, registration numbers, and addresses
2. Background: Brief description of each party's business and the strategic rationale for the proposed merger
3. Definitions: Key terms used throughout the letter of intent
4. Transaction Structure: High-level description of the proposed merger structure and key terms
5. Purchase Price and Payment: Preliminary indication of the purchase price or exchange ratio, including any adjustments and payment terms
6. Due Diligence: Scope and process of the due diligence investigation
7. Timeline: Proposed schedule for due diligence, negotiations, and completion
8. Exclusivity: Terms and duration of exclusive negotiations
9. Confidentiality: Obligations regarding confidential information exchange
10. Binding and Non-Binding Provisions: Clear specification of which provisions are legally binding
11. Costs: Allocation of costs and expenses
12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
1. Employee Matters: Preliminary agreements regarding employee retention and consultation, used when significant workforce implications exist
2. Regulatory Approvals: Overview of required regulatory approvals, included when the merger requires specific regulatory clearances
3. Break Fee: Terms of any break fee arrangement, included for larger transactions or where specifically negotiated
4. Public Announcements: Guidelines for public communications, required if either party is public or if public disclosure is anticipated
5. Integration Planning: Preliminary framework for post-merger integration, included for more complex mergers
6. Conditions Precedent: Key conditions that must be met before proceeding with the merger, included for more complex transactions
1. Schedule 1: Key Terms Summary: Summary of main commercial terms and valuation parameters
2. Schedule 2: Due Diligence Requirements: Detailed list of required due diligence items and documentation
3. Schedule 3: Timeline: Detailed timeline with key milestones and deadlines
4. Schedule 4: Exclusivity Terms: Detailed terms of the exclusivity arrangement
5. Appendix A: Corporate Structure: Diagram of proposed post-merger corporate structure
6. Appendix B: Required Approvals: List of required regulatory and corporate approvals
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