Fillable Printable Template For Letter Of Intent/Investment
Fillable Printable Template For Letter Of Intent/Investment
Template For Letter Of Intent/Investment
INVESTMENT LETTER OF INTENT
Date_________________
To:
RE: Purchase of all of the issued and outstanding shares (the "Shares") of ____________
The following sets out the basic terms upon which we would be prepared to purchase the Shares.
The terms are not comprehensive and we expect that additional terms, including reasonable
warranties and representations, will be incorporated into a formal agreement (the "Formal
Agreement") to be negotiated. The basic terms are as follows:
1. Purchaser: ________ . (the "Purchaser")
2. Target: ___________________ (collectively, the "Target")
3. Principal Shareholders: ________ and any other shareholders of the Target (the
"Vendors")
4. Shares: The Purchaser agrees to purchase from the Vendors and the Vendors agree to sell,
assign and transfer and to cause all holders of the Shares to sell, assign and transfer to the
Purchaser, the Shares free and clear of all liens, charges and encumbrances.
5. Transaction: The Purchaser, the Target and the Vendors will enter into a business
combination (the "Combination") whereby the Purchaser will acquire all of the issued and
outstanding securities of the Target from all the Vendors in exchange for ______________
shares in the capital of the Purchaser and options to purchase _____________ shares in
the capital of the Purchaser at an exercise price per share equal to the price per share paid
by the institutional investors in the Financing (as defined herein), which options will vest
as is mutually agreed to among the Purchaser and the Vendors (the "Acquisition").
6. Structure: In order to facilitate the Acquisition, the Purchaser, the Target and the Vendors
agree that each will use their best efforts to formulate a structure for the Combination
which is acceptable to each of the parties and which is formulated to:
o comply with all necessary legal and regulatory requirements;
o minimize or eliminate any adverse tax consequences; and
o be as cost effective as possible.
o
7. Financing: The Vendors have advised the Purchaser that it will arrange for the private
placement of shares in the capital of the Purchaser for a minimum of $_______, which
investment will close on or before the Closing (as defined herein) and will be on the same
terms as the investment to be made by institutional investors being arranged by the
Purchaser's advisors, _____ Securities (the "Financing"). A portion of the proceeds raised
in connection with this transaction contemplated by this Letter of Intent, shall be allocated
toward the purchase of a company involved in post production video services on terms
acceptable to the Purchaser.
8. Access to Information: Immediately upon execution of this Letter of Intent, the Purchaser
and its advisors will have full access during normal business hours to, or the Target and the
Vendors will deliver to the Purchaser, copies of all documents (the "Materials") pertaining
to the operations of the Target.
9. Condition(s) Precedent: The obligation of the Purchaser to purchase the Shares will be
subject to satisfaction or written waiver by the Purchaser of the following condition(s) (the
"Conditions Precedent") within 10 days after execution and delivery of the Formal
Agreement:
o review and approval of all materials in the possession and control of the Target and
the Vendors which are germane to the decision to purchase the Shares;
o the Purchaser and its solicitors having had a reasonable opportunity to perform the
searches and other due diligence reasonable or customary in a transaction of a
similar nature to that contemplated herein and that both the solicitors and the
Purchaser are satisfied with the results of such due diligence;
o the Purchaser and its accountant having had a reasonable opportunity to review the
audited financial statements (including corporate tax returns, general ledger
listings, adjusting entries and opening trial balances) of the Target, prepared in
accordance with generally accepted accounting principles and that both the
Purchaser and its accountant are satisfied with the content of such financial
statements;
o satisfactory arrangements being made to hire hourly and salaried staff necessary to
operate the business of the Target including the Target entering into an executive
management contract with ________;
o the Purchaser obtaining the consent from any parties from whom consent to the
transfer of the Shares is required;
o the Purchaser obtaining confirmation that any names used in the business of the
Target is available for use by the Purchaser and can be registered as a trade mark
of the Purchaser;
o no material adverse change having occurred in connection with the business of the
Target or the Shares;
o all representations and warranties of the Target and the Vendors being true and all
covenants of the Target and the Vendors having been performed in all material
respects as of the Closing;
o no legal proceedings pending or threatened to enjoin, restrict or prohibit the
transactions contemplated in this Letter of Intent;
o a satisfactory legal opinion being available from Vendors' counsel;
o completion of satisfactory physical inspection of the assets of the Target;
o satisfactory review of title to the assets of the Target; and
o approval of the Board of Directors of the Purchaser being obtained.
o It would be the expectation of the Purchaser that many of the Conditions
Precedent will be narrowed or eliminated altogether as the Purchaser completes its
due diligence and the Formal Agreement and schedules thereto are finalized.
10. Return of Materials: The Materials will be returned to the Target and/or the Vendors, as
applicable, or destroyed if the Formal Agreement is not executed within the time provided.
11. Closing: The closing (the "Closing") of the transactions contemplated by this Letter of
Intent will occur not later than 10 days following the satisfaction or written waiver by the
Purchaser of the Conditions Precedent. At the Closing, the Vendors will transfer the
Shares to the Purchaser free from any outstanding liens, charges, claims or encumbrances
and execute all such documents as the Purchaser's solicitors may require in order to effect
such transfer including a restrictive covenant agreement that the Vendors will not compete
anywhere in Canada with the Purchaser in connection with the business of the Target. The
Closing may take place by exchange of the appropriate solicitor's undertakings, which will
involve each party's solicitors delivering to his or her counterpart all required cash and
documentation, to be held in trust and not released until all such cash and documentation
has been executed and delivered to the Purchaser.
12. Costs: The Purchaser and the Vendors will each bear their own expenses in connection
with this Letter of Intent and the purchase and sale of the Shares.
13. Confidentiality: All negotiations regarding the Target and the Shares will be confidential
and will not be disclosed to anyone other than respective advisors and internal staff of the
parties and necessary third parties, such as lenders approached for financing. No press or
other publicity release will be issued to the general public concerning the proposed
transaction without mutual consent unless required by law, and then only upon prior
written notice to the other party.
14. Purchase and Sale Agreement: Upon execution of this Letter of Intent, the Purchaser will
prepare a draft of the Formal Agreement for the Vendor’s review.
15. Good Faith Negotiations: Each of the Purchaser and the Vendors will act honestly,
diligently and in good faith in their respective endeavors to negotiate, settle and execute
the Formal Agreement within 90 days following the execution of this Letter of Intent.
16. Exclusive Opportunity: Following the execution of this Letter of Intent, the Vendors will
not negotiate or enter into discussions with any other party or offer the Shares or any
interest therein for sale to any other party until the time herein provided for settlement of
the Formal Agreement has expired.
17. Standstill Agreement: Following the execution of this Letter of Intent and until the
Closing, the Vendors will not, directly or indirectly, purchase or sell any securities of the
Purchaser.
18. Not a Binding Agreement: This Letter of Intent does not create a binding contract and will
not be enforceable, except in respect of the obligations set out in paragraphs 10, 13, 15,
16 and 17. Only the Formal Agreement, duly executed and delivered by the Vendors and
Purchaser, will be enforceable, and it will supersede the provisions of this Letter of Intent
and all other agreements and understandings between the Purchaser and the Vendors with
respect to the subject matter of this Letter of Intent.
19. Currency: All references to "$" in this Letter of Intent shall refer to currency of the United
States of America.
20. Proper Law: This Letter of Intent will be governed by and construed in accordance with
the law of _________and the parties hereby agree to the jurisdiction of the Courts of
competent jurisdiction of the ______________ in any proceeding hereunder.
21. Counterparts and Electronic Means: This Letter of Intent may be executed in several
counterparts, each of which will be deemed to be an original and all of which will together
constitute one and the same instrument. Delivery to us of an executed copy of this Letter
of Intent by electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery to us of
this Letter of Intent as of the date of successful transmission to us.
22. Acceptance: If you are agreeable to the foregoing terms, please sign and return a duplicate
copy of this Letter of Intent by no later than by 5:00 p.m. on ______________. Facsimile
is acceptable.
Yours truly,
_______________________
Instructions and Checklist
Letter of Intent/Investment
Both parties should read the letter of intent carefully.
Insert all requested information in the spaces provided on the form.
Read the "Condition(s) Precedent" provisions carefully. If any of the
provisions are ambiguous, set forth written examples to clarify any
uncertainty or doubt.
This form contains the basic terms and language that should be
included in similar assignments.
The potential investor must sign the letter of intent.
Both parties should retain either an original or copy of the signed
letter.
All legal documents should be kept in a safe location such as a
&reproof safe or safe deposit box.
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