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The MOU For Business Takeover is a crucial preliminary document used in Nigerian corporate transactions when one company intends to acquire another entity. This document serves as a roadmap for the proposed transaction, outlining key commercial terms, conditions, and the framework for due diligence and negotiations. While generally non-binding in nature (except for specific provisions like confidentiality and exclusivity), it demonstrates serious intent and commitment from all parties. The document must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, Investment and Securities Act 2007, and Federal Competition and Consumer Protection Act 2018. It's typically used before entering into definitive agreements and helps establish clear expectations, timelines, and responsibilities while protecting both parties' interests during the negotiation phase.

1. Parties: Identification of all parties involved in the proposed takeover, including their legal names, registration numbers, and registered addresses

2. Background: Context of the proposed takeover, including brief description of both businesses and rationale for the transaction

3. Definitions: Key terms used throughout the MOU defined for clarity and consistency

4. Purpose and Scope: Clear statement of the MOU's purpose and scope of the proposed takeover

5. Proposed Transaction Structure: Outline of the proposed takeover structure, including type of acquisition (asset or share purchase)

6. Due Diligence: Framework for the due diligence process, including timeline, scope, and access to information

7. Valuation and Consideration: Preliminary agreement on valuation methodology and form of consideration

8. Confidentiality: Binding provisions regarding the confidentiality of information exchanged

9. Exclusivity: Terms of exclusive negotiation period, if applicable

10. Timeline: Proposed timeline for key milestones including due diligence, definitive agreements, and closing

11. Costs and Expenses: Allocation of costs and expenses during the MOU period

12. Binding and Non-Binding Provisions: Clear delineation of which provisions are legally binding and which are not

13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

14. Termination: Circumstances under which the MOU may be terminated

15. Signatures: Execution block for all parties