The Buyout Term Sheet serves as a crucial preliminary document in mergers and acquisitions transactions within the UAE legal framework. It is typically used during the initial stages of a business acquisition to document the principal terms agreed between parties before proceeding with detailed due diligence and definitive agreements. The document captures key commercial terms including transaction structure, purchase price, payment mechanisms, and conditions precedent, while accounting for UAE-specific requirements such as foreign ownership restrictions, free zone regulations, and necessary regulatory approvals. While generally non-binding except for specific provisions like confidentiality and exclusivity, it provides a clear roadmap for the transaction and helps identify potential deal-breakers early in the process.
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1. Parties: Identification of the buyer, seller, and target company, including their registered details and jurisdiction
2. Background: Brief description of the transaction context and the target business
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Outline of the proposed transaction structure, including type of acquisition (shares/assets)
5. Purchase Price: Details of the consideration, including amount, form of payment, and any adjustments
6. Payment Terms: Timeline and mechanics for payment, including any escrow arrangements
7. Conditions Precedent: Key conditions that must be satisfied before closing
8. Due Diligence: Scope and process for due diligence investigation
9. Regulatory Approvals: Required governmental and regulatory approvals, including UAE-specific requirements
10. Exclusivity: Terms of exclusive negotiation period
11. Confidentiality: Confidentiality obligations of the parties
12. Timeline: Expected timeline for key transaction milestones
13. Governing Law and Jurisdiction: Specification of UAE law and relevant jurisdiction for disputes
1. Management and Employment: Terms relating to key management retention and employment arrangements, used when management continuity is crucial
2. Earn-out Provisions: Structure of any earn-out payments, included when part of purchase price is contingent on future performance
3. Foreign Ownership Provisions: Specific provisions addressing UAE foreign ownership requirements, included for foreign buyers
4. Break Fee: Terms of any break fee payable if the transaction doesn't proceed, included for larger transactions
5. Post-Closing Covenants: Key post-closing obligations, included when specific post-closing arrangements are important
6. Shareholder Rights: Specific rights of minority shareholders if relevant, included in partial acquisitions
7. Free Zone Considerations: Specific provisions for UAE free zone companies, included if target is in a free zone
1. Corporate Structure: Current and proposed corporate structure diagrams
2. Purchase Price Calculation: Detailed breakdown of purchase price calculation methodology
3. Key Assets: List of material assets included in the transaction
4. Required Consents: List of third-party and regulatory consents required
5. Transaction Timeline: Detailed timeline with key dates and milestones
6. Due Diligence Checklist: Preliminary list of due diligence requirements
7. Key Contracts: List of material contracts requiring review or assignment
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