Sample 1: Basic Letter of Intent for Merger
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
This letter sets forth the preliminary terms and conditions under which [Your Company Name], a [State] corporation, proposes to merge with [Recipient Company Name], a [State] corporation. Our objective is to combine our businesses to leverage complementary strengths, enhance market share, and create long-term shareholder value.
The proposed merger contemplates that shareholders of both companies will receive shares in the combined entity on a negotiated exchange ratio, reflecting fair market value based on agreed-upon valuations. We intend to complete comprehensive due diligence, including financial, legal, and operational reviews, within 90 days of signing this letter. The final merger agreement will include customary representations, warranties, indemnities, and covenants.
This letter is intended to serve as a non-binding expression of interest, except for the confidentiality and exclusivity provisions outlined below. Both parties agree to negotiate in good faith to reach definitive agreements. We look forward to your favorable response and to advancing this opportunity collaboratively.
Sincerely,
[Your Name]
[Your Title]
[Your Company Name]
Sample 2: Letter of Intent to Acquire with Cash Offer
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
We are pleased to submit this letter of intent to acquire 100 percent of the outstanding shares of [Recipient Company Name] for a total purchase price of $[Amount] payable entirely in cash at closing. This acquisition will enable us to expand our product portfolio and strengthen our presence in [industry/market].
Our offer is subject to satisfactory completion of due diligence, including a review of financial statements, contracts, liabilities, and compliance matters. We anticipate executing definitive purchase agreements incorporating customary terms such as representations, warranties, indemnities, and post-closing covenants.
We propose a closing timeline of no later than 60 days following mutual execution of this letter, subject to regulatory approvals and any necessary third-party consents. We request an exclusivity period of 45 days to complete due diligence and negotiations.
We appreciate your consideration and look forward to your response.
Best regards,
[Your Name]
[Your Title]
[Your Company Name]
Sample 3: Letter of Intent for Stock-for-Stock Merger
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
This letter expresses [Your Company Name]’s intention to merge with [Recipient Company Name] through a stock-for-stock transaction. Under the proposed terms, shareholders of [Recipient Company Name] will receive [Number] shares of [Your Company Name] common stock for each share of their company’s stock, subject to adjustments based on mutually agreed valuation methodologies.
The combined entity will benefit from operational synergies and expanded geographic reach. We propose to establish a joint management committee to oversee the integration process post-merger. The transaction will be contingent on satisfactory completion of due diligence, approval by both companies’ boards of directors and shareholders, and receipt of all necessary regulatory approvals.
We intend to negotiate and execute a definitive merger agreement within 90 days of this letter. We also propose a 60-day exclusivity period to facilitate negotiations and due diligence. Please be assured of our commitment to maintain strict confidentiality throughout this process.
Thank you for considering this proposal. We look forward to the opportunity to work together.
Sincerely,
[Your Name]
[Your Title]
[Your Company Name]
Sample 4: Letter of Intent to Acquire with Earnout Provision
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
We hereby submit this letter of intent to acquire all outstanding shares of [Recipient Company Name] for a base purchase price of $[Amount], with an additional earnout payment of up to $[Amount] contingent upon achieving specified financial milestones within 12 months following the closing date.
The earnout terms will be detailed in the definitive purchase agreement and tied to revenue and EBITDA targets mutually agreed upon. The base purchase price will be paid in cash at closing, subject to customary adjustments for working capital and liabilities.
This acquisition aligns with our strategic growth plans and leverages your company’s market position and customer base. Our offer is subject to satisfactory due diligence, financing, and approval by our respective boards.
We look forward to commencing due diligence promptly and to a timely closing.
Best regards,
[Your Name]
[Your Title]
[Your Company Name]
Sample 5: Letter of Intent for Asset Acquisition
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
This letter outlines our intent to acquire specific assets of [Recipient Company Name], including inventory, equipment, intellectual property, and customer contracts related to [business unit or product line], for a total purchase price of $[Amount].
The acquisition will exclude liabilities, except as expressly agreed. We plan to conduct thorough due diligence focusing on asset condition, title, and any encumbrances. The purchase price is subject to adjustment based on inventory counts and asset valuations conducted at closing.
We anticipate negotiating and signing definitive asset purchase agreements within 75 days. The transaction will also require necessary third-party consents and approvals.
We believe this asset acquisition will enhance our operational capabilities and look forward to your response.
Sincerely,
[Your Name]
[Your Title]
[Your Company Name]
Sample 6: Letter of Intent for Merger with Management Retention
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
We propose a merger between [Your Company Name] and [Recipient Company Name], subject to mutually agreed terms that include retention of key management personnel for at least 12 months following closing. This continuity is essential to ensure a smooth transition and sustained operational success.
We propose to establish employment agreements or retention incentives with identified executives and management team members. The merger terms will also include customary due diligence, shareholder approvals, and regulatory clearances.
We are confident that our combined efforts will create significant value and look forward to discussing the details with you.
Best regards,
[Your Name]
[Your Title]
[Your Company Name]
Sample 7: Letter of Intent to Acquire Minority Stake
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
This letter outlines our intent to acquire a [Percentage]% equity interest in [Recipient Company Name] for an investment amount of $[Amount]. Our objective is to foster a strategic partnership that supports your growth objectives while providing us with meaningful influence.
The transaction is subject to satisfactory completion of financial and legal due diligence, including review of corporate governance documents and shareholder agreements. We anticipate negotiating customary investor rights, including board representation and information access.
We believe this partnership will benefit both parties and welcome the opportunity to move forward expeditiously.
Sincerely,
[Your Name]
[Your Title]
[Your Company Name]
Sample 8: Letter of Intent for Friendly Merger
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
We are excited to propose a friendly merger between [Your Company Name] and [Recipient Company Name]. This transaction will combine complementary resources, expand market share, and enhance competitive positioning.
The merger will be subject to comprehensive due diligence, negotiation of definitive agreements, and approval by the boards and shareholders of both companies. We suggest establishing a joint integration committee to oversee the merger process.
We look forward to a collaborative and productive negotiation.
Sincerely,
[Your Name]
[Your Title]
[Your Company Name]
Sample 9: Letter of Intent for Merger Subject to Financing
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
This letter confirms our intent to merge with [Recipient Company Name], subject to our ability to secure financing on terms acceptable to us. The transaction is valued at approximately $[Amount] and is expected to close within 90 days after financing is obtained.
Our financing efforts will include securing debt and/or equity commitments. We will keep you informed of progress and timelines. This letter is non-binding except for confidentiality, exclusivity, and governing law provisions.
We appreciate your consideration and anticipate a mutually beneficial transaction.
Best regards,
[Your Name]
[Your Title]
[Your Company Name]
Sample 10: Letter of Intent to Acquire with Non-Compete Agreement
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
We propose to acquire 100% of the outstanding shares of [Recipient Company Name] for a purchase price of $[Amount]. As part of the transaction, we require that the sellers enter into a non-compete and non-solicitation agreement for a period of two years post-closing, covering geographic areas where [Recipient Company Name] operates.
This is to protect the business interests and goodwill of the combined entity. Our offer is contingent upon satisfactory due diligence and negotiation of definitive purchase agreements.
We look forward to your prompt response.
Sincerely,
[Your Name]
[Your Title]
[Your Company Name]
Sample 11: Letter of Intent for Merger with Employee Retention Plan
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
We express our intent to merge with [Recipient Company Name], with a commitment to implement an employee retention program. Key personnel will be offered retention bonuses and incentives to ensure continuity during and after the integration process.
The merger terms include customary due diligence, approval by shareholders, and execution of definitive agreements. We believe this approach will minimize operational disruptions.
Thank you for considering this proposal.
Best regards,
[Your Name]
[Your Title]
[Your Company Name]
Sample 12: Letter of Intent for Acquisition with Intellectual Property Transfer
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
We propose to acquire [Recipient Company Name] including all intellectual property assets, such as patents, trademarks, copyrights, and trade secrets, for a purchase price of $[Amount]. The inclusion of these intangible assets is critical to our expansion strategy.
Our offer is contingent upon satisfactory IP due diligence, including freedom-to-operate and validity assessments. Definitive agreements will detail the transfer and licensing of intellectual property rights.
We look forward to discussing this opportunity further.
Sincerely,
[Your Name]
[Your Title]
[Your Company Name]
Sample 13: Letter of Intent for Acquisition with Escrow Holdback
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
We intend to acquire all outstanding shares of [Recipient Company Name] for $[Amount], with $[Amount] of the purchase price held in escrow for a period of 12 months to secure indemnity obligations arising from breaches of representations and warranties.
The escrow arrangement provides protection for both parties and will be governed by terms to be negotiated in the definitive purchase agreement. This letter is subject to satisfactory due diligence and approvals.
Thank you for your consideration.
Best regards,
[Your Name]
[Your Title]
[Your Company Name]
Sample 14: Letter of Intent for Merger with Joint Venture Option
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
This letter outlines our intent to merge with [Recipient Company Name], with an option to establish a joint venture focused on expanding into new markets following the merger. This option will be detailed in the definitive agreements.
We believe this strategy will maximize growth opportunities and shareholder value. The merger is subject to customary due diligence and approvals.
We look forward to discussing this proposal further.
Sincerely,
[Your Name]
[Your Title]
[Your Company Name]
Sample 15: Letter of Intent for Acquisition with Regulatory Approval Condition
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
We propose to acquire [Recipient Company Name] for $[Amount], subject to receipt of all required regulatory approvals, including [list relevant agencies]. We anticipate that obtaining such approvals may require up to 120 days post-signing.
The transaction will proceed with efforts to comply with all regulatory requirements. We will cooperate fully to provide necessary information.
We look forward to your favorable response.
Best regards,
[Your Name]
[Your Title]
[Your Company Name]
Sample 16: Letter of Intent for Merger with Confidentiality Clause
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
We express our intent to merge with [Recipient Company Name] and agree that all discussions, documentation, and exchanged information shall remain strictly confidential and shall not be disclosed to any third party except as required by law.
We propose a confidentiality agreement to be signed concurrently with this letter. Our teams will work together diligently to conduct due diligence and finalize the merger agreement.
Sincerely,
[Your Name]
[Your Title]
[Your Company Name]
Sample 17: Letter of Intent for Acquisition with Transition Services Agreement
[Your Company Letterhead]
[Date]
[Recipient Name]
[Recipient Title]
[Recipient Company]
[Address]
Dear [Recipient Name],
We propose to acquire [Recipient Company Name] for $[Amount], which includes entering into a transition services agreement whereby key employees will provide support for operational integration for up to six months post-closing.
This agreement will outline service scope, fees, and termination provisions. Our offer is contingent upon satisfactory due diligence and execution of definitive agreements.
We look forward to your favorable reply.
Best regards,
[Your Name]
[Your Title]
[Your Company Name]
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