This Letter of Intent is used by a company in significant international acquisitions of
another company. The letter serves to outline the basic terms and condition of the
proposed transaction. As drafted, this letter of intent is for the purchase of 100% of the
shares in a target company. It sets forth the proposed details of the transaction and
contains both binding and non-binding provisions. This document can be customized to
fit the specific needs of the parties. It should be used by companies engaging in
international business acquisitions.
LETTER OF INTENT – INTERNATIONAL ACQUISTIONS
_____ [Instruction: Insert Company Letterhead.]
_____ [Instruction: Insert Date.]
_____ [Instruction: Insert Contact name.]
_____ [Instruction: Insert address.]
_____ [Instruction: Insert city, state, zip code.]
Re: Letter of Intent
Dear _____: [Instruction: Insert Contact name.]
Pursuant to our interest in the acquisition of one hundred (100%) percent of the issued and
outstanding shares in the Target Company ____________________ [Instruction: Insert name
of company shares being purchased.] (the “Target Company”), this Letter of Intent outlines
certain non-binding understandings and certain binding understandings of ______________,
[Instruction: Insert name of entity or person purchasing shares.] (the “Buyer”), and yourself
(the “Seller”).
This letter supersedes all previous Letters of Intent between the parties hereto, except to the
extent any items contained in any previous letter of intent are not also contained herein. In such
instance, the previous letter of intent containing such item shall control.
Basic Transaction
The consideration for the proposed acquisition is to be determined by the parties with reference
to the valuation assessed by an independent valuation expert, with at least 5 [Option: Parties
may change this number or remove requirement for industry experience.] years industry
experience on the underlying assets of the Target Company and will be payable by a
combination of Shares (at a proposed price per Share of $_______ [Instruction: Insert price.]
Dollars) and cash.
Notwithstanding the issue of such Shares, it is expected that the proposed acquisition will not
result in any change in control of the Company. The amount and the form of the consideration
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once agreed will be reflected in the formal sale and purchase agreement for the proposed
acquisition. The parties agree to use best efforts to prepare, negotiate and execute a formal sale
and purchase agreement which will reflect the terms set forth in this letter agreement, and which
will contain customary representations and warranties.
The purpose of the proposed acquisition is [Instruction: Insert purpose.]
Closing Date
The parties intend that the closing of the proposed acquisition will occur on a mutually agreed
date not later than sixty (60) days after executing the formal sale and purchase agreement, and
any necessary further agreements in connection with same (the "Closing Date").
Target Company
The Target Company is a company duly incorporated in the Country of _________________
whose main business activity is ________________________. [Instruction: Insert applicable
information.]
Binding Terms and Conditions
The following Terms and Conditions of this Letter of Intent are binding and enforceable
obligations between the Buyer and the Seller, and, in consideration of the sum of $10.00 hereby
paid by the Buyer to Seller, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
(i) Any discussions, negotiations or information, including but not limited to any
trade secrets of either the Seller and/or the Buyer (the “Information”) exchanged
between Seller and Buyer, whether oral, written, digital or otherwise, in
connection with, in furtherance of or concerning the proposed acquisition,
including the status thereof, shall be kept confidential and shall not be disclosed,
without prior written consent of the Buyer or the Seller, as the case may be,
except as may be required by applicable law, except that Seller or Buyer, as the
case may be, shall be entitled to disclose any such information to its attorneys,
affiliates, directors, officers, employees, advisors, agents, attorneys, accountants
or as necessary to pursue due diligence or otherwise in connection with, in
furtherance of or concerning the proposed acquisition and same shall be required
to treat the Information as confidential. In any instance of breach regarding the
Information, the party breaching shall bear responsibility for such breach. For
greater certainty, except as may be required by applicable law, the parties
mutually agree that any information obtained by either party respecting the other,
including the existence and terms of this Letter of Intent or any other documents
or discussions respecting the Transactions contemplated herein, shall be treated as
confidential by the receiving party and shall not be disclosed (including any
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media or press releases) without the prior written consent of the disclosin