This Slideshare presentation is a partial preview of the full business document. To view and download the full document, please go here: https://flevy.com/browse/business-document/non-binding-offer-letter-3750 DOCUMENT DESCRIPTION A non-binding offer letter is used in a sales process to establish the terms of a deal between the seller and the buyer. Through the document, the potential acquirer expresses an interest to acquire the target, but the agreement is not intended to be legally binding and therefore, it does not constitute a binding contractual commitment to pursue the transaction to the end. It is used to keep discussions and negotiations progressing between the proposed acquirer and the target. This template is used for transactions globally and covers the following sections: - The proposed transaction; - The offer price; - Structure of the payment; and - Conditions precedent amongst other sections.

1. [Insert on potential acquirers letter head]
Strictly Private and Confidential
[Insert name of person to whom the letter is addressed to]
[Insert Title]
[Insert Business Address]
Dear Sir,
CONDITIONAL OFFER BY [INSERT ACQUIRER DETAILS] TO ACQUIRE [xx%] OF THE ISSUED
SHARE CAPITAL OF [INSERT ACQUIREE DETAILS]
1. Introduction
The acquiring party, which will be [insert details] (“the proposed acquirer” or “We” or “Our”), would like
to express their interest in pursuing a transaction to acquire xx% of the issued share capital in [insert
acquiree company details] (“The Company”), who is duly represented by [insert details].
Followıng on from previous discussions and expressed interest, the proposed acquirer, submits this
non-binding conditional offer to you, to formally enter into negotiations for the acquisition of xx% of the
issued share capital.
We have outlined in detail throughout this conditional offer letter how we wish to structure and approach
this proposed transaction.
2. Proposed Transaction Structure
[Insert details of the proposed transaction structure].
3. The Offer Price
[Insert details of the offer price].
We have assumed for the purposes of this transaction that from the date of signature of this non-binding
conditional offer, the following conditions will prevail:
The business is conducted in the ordinary course;
No changes to the capital structure, other than movements in cash and third-party balances
arising in the ordinary course of business; and
No material changes in the total assets and their attributable value being acquired.
4. Value proposition
[Insert details of the proposed acquirer’s benefit to the acquiree].
5. Transaction Funding
[Insert details of the transaction funding].

2. Strictly Private and Confidential
4 | P a g e
For and on behalf of
[Insert acquiree company name]
Name and surname: [Insert]
Title: [Insert]
Who warrants authority
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