Pro forma information memorandum for the sale of business / company issued by the broker on behalf of the Seller. It sets out a summary of the business / company for sale and can form as part of the disclosure / due diligence documents.
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The document titled 'Information Memorandum on Sale of Business / Company' is a strictly private and confidential memorandum issued by a broker on behalf of the seller to a limited number of parties. The purpose of this memorandum is to provide information to the recipient about the sale of the business or company and assist them in deciding whether they wish to proceed with a further investigation and make an indicative offer.
The document starts by emphasizing the confidentiality of the information contained in it and the recipient's agreement to keep it confidential. It also states that the memorandum is for the exclusive use of the intended recipients and their advisors and should not be copied, reproduced, distributed, or disclosed to any other person. The recipient is required to return all documents and materials received from the seller or their advisors upon request.
The memorandum clarifies that it is not intended to form the basis of any investment activity or decision to purchase the company. It does not constitute an offer or invitation for the sale or purchase of securities or any of the businesses or assets described in it.
The information provided in the memorandum has been prepared by the seller and certain seller subsidiaries, but it has not been independently verified. While the information is prepared in good faith, no representation or warranty is made regarding its accuracy or completeness. The memorandum disclaims any responsibility or liability for the accuracy or completeness of the information.
The document further states that no information in the memorandum or any other written or oral information will form the basis of any contract. Any prospective purchaser of the company will be required to acknowledge in the sale and purchase agreement that they have not relied on any representation or warranty, except as expressly set out in the agreement.
The memorandum concludes by stating that it is being distributed on the understanding that any proposal to purchase the company must be to acquire day-to-day control of its affairs. Recipients in different jurisdictions should comply with applicable legal requirements. The memorandum does not constitute an offer to sell or an invitation to purchase securities in the company in any jurisdiction.
Overall, the document provides detailed information about the purpose, confidentiality, limitations, and disclaimers of the memorandum, ensuring that the recipient understands its nature and the importance of maintaining confidentiality.
Guidance for using the 'Information Memorandum on Sale of Business / Company':
1. Maintain confidentiality: As a recipient of this memorandum, it is crucial to keep all the information contained in it confidential. Do not copy, reproduce, distribute, or disclose the information to any other person.
2. Use for decision-making: The purpose of this memorandum is to assist you in deciding whether you want to proceed with a further investigation of the company and determine the level of any indicative offer. Use the information provided to make an informed decision.
3. Seek professional advice: It is advisable to consult with your advisors, such as legal and financial experts, to fully understand the implications and risks associated with the potential purchase of the company.
4. Verify information independently: While the information in the memorandum has been prepared in good faith, it has not been independently verified. Consider conducting your own due diligence to ensure the accuracy and completeness of the information.
5. Understand limitations and disclaimers: The memorandum explicitly states that no representation or warranty is made regarding the accuracy or completeness of the information. Be aware of the limitations and disclaimers mentioned in the document.
6. Comply with legal requirements: If you are considering purchasing the company, inform yourself about and comply with any applicable legal requirements in your jurisdiction.
7. Acquire day-to-day control: Any proposal to purchase the company must be to acquire day-to-day control of its affairs. Keep this requirement in mind when formulating your offer.
8. Contact the broker: If you have any questions or wish to proceed with the purchase, direct all your approaches and discussions through the broker mentioned in the memorandum.
Please note that this guidance is provided for practical purposes and does not cover every aspect of using the document. It is essential to exercise due diligence and seek professional advice throughout the process.