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[Acquirer name]
[Acquirer CEO/Shareholder]
[Street address,
City, country,
Postal code
[Target name]
[Target CEO/Shareholder]
[Street address,
City, country,
Postal code]
Strictly Private & Confidential/Subject to contract
[City], [20th] [June] 202[0]
Dear [Target CEO/Shareholder],
This letter of intent from [Acquirer name] is sent in respect of a potential acquisition of [Target name]. We appreciate the time and energy you and your team have afforded us in discussing this opportunity and the information that has been provided thus far.
Our evaluation shows that [Target name] acquisition would bolster our [segment name] segment and bring synergy with our other business segments. Acquiring [Target name] would also bring unique value and capabilities to services we provide to the market. Below are the terms for potential acquisition of [Target name].
Based on our preliminary review of the information provided and subject to the conditions set forth below, [Acquirer name] is pleased to submit this non-binding letter of intent. We propose purchasing [100]% of the equity of the [Target name] for $[15] million (price may change upon the results of Due Diligence).
We offer a total purchase price of $[15] million consisting of:
▪ $[7] million of cash;
▪ $[2] million - shares of [Acquirer name], issued immediately upon closing and not
subject to any vesting period representing approximately [10]% of [Acquirer name];
▪ $[3] million of debt taken on the [Target name] balance;
▪ $[5] million of performance upside - performance payout upon achieving the following targets/milestones:
o Milestone 1: Revenue of $[X] million in year 20[XX]
o Milestone 2: [Insert milestone] in year 20[XX]
We propose the following deal timeline:
▪ [Insert date]: Financial, operational and technical due diligence
▪ [Insert date]: Site/office visit to [Target name], term sheet signing
▪ [Insert date]: Drafting of legal documentation
▪ [Insert date]: Signing, money and ownership transferInsert Acquirer company logo if applicable
Due to the nature of this transaction we require a thorough and complete due diligence (fully paid by us if needed) even after conducting a preliminary data review. We envision that remaining due diligence would include, but would not be limited to, commercial, accounting, financial, technical, [insert DD segment] due diligence, as well as customary legal, tax and regulatory work. We believe that we can complete our due diligence within [8] weeks from the date our proposal is accepted.
If shareholders of [Target name] are interested in pursuing the proposed Transaction, we would require [70] days of exclusivity to finalize our due diligence, draft and negotiate legal documentation, subject to a [30]-day extension upon the agreement of both parties. We are ready to sign an additional confidentiality agreement to access to [Target name] information and the ability to share that information with our prospective equity partners and debt financing sources in a manner that protects the confidentiality of your information and our discussions.
This non-binding indication of interest is confidential and may not be disclosed other than to you, the Company and/or its shareholders and its advisors on a strictly need-to-know basis. We look forward to working with you to close this deal keeping in mind the interest of all parties to this transaction.
Kind regards,
Acquirer CEO/Shareholder
[Title]
Mobile: +X (XXX) XXX XX XX
Tel: +X (XXX) XXX XX XX
e-mail: user@domain.com
Due diligence is a critical aspect of any deal that begins very early in the process and can continue right up until closing. During due diligence, the potential buyer asks questions and requests documentation from the seller that helps the buyer understand the target company and its business. These requests are usually general to start and become more specific as the buyer develops a greater understanding of the target. Buyers use the information provided by the seller to evaluate the opportunities and risks associated with the potential transaction. It is important for sellers to stay organized throughout the process. Buyers often submit thorough, detailed request lists that require input from numerous members of the seller’s deal team.
As the name implies, a due diligence request list is a list of questions and requests for information and documentation that a buyer submits to a seller in order to learn about the target company, its business and its operations. The initial diligence request list tends to be broad and typically includes an extensive list of questions covering a wide range of subjects. This allows the buyer to gain a broad understanding of the target company and identify key issues that can be investigated and considered more closely. Because every deal is different, due diligence request lists have to be tailored to meet the needs of the buyer and address the unique circumstances of your transaction.
However, there is a variety of fundamental requests that are relevant in most deals. These are the types of requests that our templates are designed to address.
As the name implies, a due diligence request list is a list of questions and requests for information and documentation that a buyer submits to a seller in order to learn about the target company, its business and its operations. The initial diligence request list tends to be broad and typically includes an extensive list of questions covering a wide range of subjects. This allows the buyer to gain a broad understanding of the target company and identify key issues that can be investigated and considered more closely. Because every deal is different, due diligence request lists have to be tailored to meet the needs of the buyer and address the unique circumstances of your transaction.
However, there is a variety of fundamental requests that are relevant in most deals. These are the types of requests that our templates are designed to address.
Our templates are drafted to provide an inclusive and wide-ranging list of initial due diligence requests. However, the templates, as well as the information contained therein, are not legal advice. They are not complete, and they are not specific to your transaction. The templates are designed to elicit general information from the seller that will provide the buyer with a broad overview of the target and it’s business and operations. You should review any template before using it, and it may need to be modified to ensure that it is suitable and relevant to your circumstances. Information provided by the seller will likely trigger additional questions that focus on specific aspects of the target’s business and issues identified during the due diligence process.
No. Our Due Diligence Checklist is drafted to include typical requests that are relevant in most transactions. However, every deal and every target company is unique. Before utilizing any template, it is important that you review it with the help of your legal and other professional advisors to ensure that the requests are complete and tailored to the specific circumstances of your deal.
Every M&A process is different. Downloaders are urged to make these checklists their own by changing the providing information to better fit their needs.
This checklist was created by and for M&A professionals. It includes a comprehensive starting point for the integration process. However, every deal is different and may require additional requirements and tasks.
Our templates are drafted to provide an inclusive and wide-ranging list of initial due diligence requests. However, the templates, as well as the information contained therein, are not legal advice. They are not complete, and they are not specific to your transaction. The templates are designed to elicit general information from the seller that will provide the buyer with a broad overview of the target and it’s business and operations. You should review any template before using it, and it may need to be modified to ensure that it is suitable and relevant to your circumstances. Information provided by the seller will likely trigger additional questions that focus on specific aspects of the target’s business and issues identified during the due diligence process.
No. Our Due Diligence Checklist is drafted to include typical requests that are relevant in most transactions. However, every deal and every target company is unique. Before utilizing any template, it is important that you review it with the help of your legal and other professional advisors to ensure that the requests are complete and tailored to the specific circumstances of your deal.
Download our business acquisition proposal template which allows you to make an initial offer to acquire a company from its owner. Book a playbook demo to explore — schedule a call with us and we will reach out to help you get started.
Download our business acquisition proposal template which allows you to make an initial offer to acquire a company from its owner. Book a playbook demo to explore — schedule a call with us and we will reach out to help you get started.
Utilizing a checklist is just step one. In order to have a seamless process, M&A checklists need to be utilized with the proper deal workflow tool.
Request a demo to learn how you can turn a checklist into an automated process and workflow with the DealRoom platform. With DealRoom, you can tackle any type of due diligence.
By using our master due diligence template, alongside DealRoom’s M&A lifecycle management software, you can create a smooth diligence process.
By using our integration template, alongside DealRoom's M&A lifecycle management software, you can create a smooth integration process