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M&A Process Letter - Phase I and Phase II

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These letters accompany the confidential information memorandum distributed to potential bidders in an M&A process.

Bid process letters address:
- The schedule (i.e. timetable, number of bidding rounds and deadlines for bid submissions);
- Instructions for obtaining data room access
- Contact information for all notices and communications; and
- Terms bidders should include in an offer package.

The phase I process letter outlines the basis on which a bidder may make an offer and to set out the process that is expected to be followed with respect to a Proposed Transaction.

The phase II process letter invites successful bidders to the next stage of the process. During Phase II, the process through which access to additional information on Target is outlined to enable bidders to submit a final binding offer.

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M&A Process Letter - Phase I and Phase II

  1. 1. Insert name Address: Line 1 Address: Line 2 Address: Line 3 Address: Line 4 Subject: First Round Procedure Letter Insert date Dear Sir Following receipt of your indication of interest in Project [Insert name], we are pleased to set forth the procedures that will govern the possible transaction described in this letter. The purpose of this letter is to outline the basis on which you may make an offer for [Insert Target name] (the “Business”) (“the Proposed Transaction”), and to set out the process that you are expected to follow with respect to the Proposed Transaction. Client A legal name (“The potential acquirer” or “Client A”), has retained [insert advisory firm name] to act as its financial adviser in the process. In this role, [insert advisory firm name] will act as the sole contact for, and will be available to consult with, the group of prospective investors who have been invited to participate in the offering process. Client A and [insert advisory firm name] expressly reserve the right, without giving reasons therefore, at any time and in any respect, to amend or terminate these procedures, to terminate discussions with any or all interested parties, to reject any or all proposals, to negotiate with any party regarding a transaction involving the Business at any stage and to proceed in any manner whether or not referred to in the accompanying information or in this letter, without being liable for any costs or damages to any of the interested parties they may have incurred in relation thereto. Phase I – Indicative offer Following receipt of your signed Non Disclosure Agreement (the “NDA”), we are pleased to enclose an Investment Memorandum. Your indicative offer should, at a minimum, include the following items:
  2. 2. 3 In assessing the indicative offers, Client A will consider, among other things, each of items (1.) to (11.) above. Please submit you Indicative Offers letters in English. Two copies of the indicative offer should be submitted to the following address no later than xx:00 hours on [Insert date] [Insert advisory firm name] Attn: [Insert name] Address Line 1 Address Line 2 Address Line 3 E-mail: [Insert] On the basis of the indicative offers received, Client A may identify at their sole discretion one or more prospective investors who will be invited to proceed further with a more detailed investigation of the Business. [Insert advisory firm details] will notify each party that has submitted an Indicative Offer whether or not that party will be invited to participate in Phase II. Phase II – Binding offer Following submission of indicative offers, a select number of parties will be invited to phase II of the process. At the time of being invited to join Phase II, a second letter explaining the procedures will be issued, containing full details of the Client A’s requirements for a formal Binding Offer and the procedure to be followed to completion of the transaction process. In order to assist the selected parties in making Binding Offers, Phase II is likely to include: (a) Site visits (b) A management presentation from the Business; (c) Access to a vendor due diligence report; (d) An opportunity to extend their business investigations and to conduct ‘due diligence’ in accordance with certain data room procedures (online dataroom), including the opportunity to discuss any questions with the senior management of the Business; and (e) A draft Sale and Purchase Agreement and related transaction agreements will be available for review by the prospective investors. Client A, shall at any stage have any no obligation to accept any proposal or offer, regardless of its This document is a partial preview. Full document download can be found on Flevy:
  3. 3. 5 [Insert name] Client A FOR ACKNOWLEDGEMENT AND APPROVAL: ____________________________ (name, function, place and date) This document is a partial preview. Full document download can be found on Flevy:
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