The Acquisition Term Sheet is a crucial preliminary document used in the early stages of M&A transactions under Swiss law. It serves as a roadmap for the transaction by documenting the parties' preliminary understanding of key commercial and legal terms. While primarily non-binding, it creates a framework for negotiating definitive agreements and conducting due diligence. The document typically follows Swiss market practice and legal requirements, particularly those established by the Swiss Code of Obligations and Swiss M&A regulations. It is commonly used when parties have reached preliminary agreement on key terms but before committing significant resources to detailed due diligence and definitive documentation. The term sheet helps align expectations, identify potential deal-breakers early, and streamline the negotiation process for the final transaction documents.
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1. Parties: Identification of the buyer, seller, and target company, including their legal names and jurisdictions
2. Background: Brief context of the proposed transaction and purpose of the term sheet
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Overview of the proposed transaction structure (share purchase, asset purchase, merger, etc.)
5. Purchase Price: Proposed consideration, including amount, form of payment, and any adjustments
6. Payment Terms: Timing and method of payment, including any deferred payments or escrow arrangements
7. Key Conditions Precedent: Essential conditions that must be satisfied before closing
8. Due Diligence: Scope and timeline for due diligence investigation
9. Timeline: Key dates and deadlines for the transaction
10. Exclusivity: Terms of exclusive negotiation period
11. Confidentiality: Confidentiality obligations of the parties
12. Binding Effect: Specification of which provisions are binding and non-binding
13. Governing Law: Applicable law and jurisdiction
14. Costs: Allocation of transaction costs between parties
1. Earn-out Provisions: Include when purchase price includes performance-based additional payments
2. Management Retention: Include when key management retention is crucial to the transaction
3. Regulatory Approvals: Include for regulated industries or when specific regulatory clearances are required
4. Employee Matters: Include when specific employee-related arrangements are material to the transaction
5. Real Estate: Include when real estate assets are material to the transaction
6. Intellectual Property: Include when IP assets are material to the transaction
7. Environmental Matters: Include for industries with significant environmental concerns
8. Break-up Fee: Include when parties want to specify compensation for transaction termination
1. Purchase Price Calculation: Detailed methodology for calculating the purchase price and adjustments
2. Key Assets Schedule: List of material assets included in the transaction (if asset purchase)
3. Timeline Overview: Detailed transaction timeline with key milestones and deadlines
4. Required Consents: List of material third-party consents required for the transaction
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