Letter of Intent to Acquire a Public Company by Merger

Summary

This template is a letter of intent to acquire a public company by merger. A letter of intent memorializes the preliminary understanding parties to a transaction have reached on certain key transaction terms early in the negotiating process. Transaction parties usually will enter into a letter of intent early in the negotiation process, prior to commencing more in depth due diligence or drafting of the primary deal document. Acquirer's counsel often will draft the first version of a letter of intent. A letter of intent is usually nonbinding in whole or in part. Binding terms may include expense reimbursement, exclusivity, dispute resolution, entire agreement clauses, and other "miscellaneous" provisions. Nonbinding terms usually include transaction-specific terms that need to be fully documented in definitive agreements before they become binding. A letter of intent also may take the form of, or be called, a memorandum of understanding or term sheet. There are many reasons why ...