Indicative Offer
Definition
A non-binding expression of interest submitted by a prospective buyer in an M&A process, typically stating the proposed purchase price (or price range), the form of consideration, key assumptions, conditions to completion, and an outline timetable. Indicative offers are submitted after review of the information memorandum and before the buyer is granted access to the full data room for confirmatory due diligence. The quality and competitiveness of indicative offers determine which bidders proceed to the next round.
Complementary Terms
Concepts that frequently appear alongside Indicative Offer in practice.
A secure online repository used in M&A transactions, capital raises, and other due diligence processes to store and share confidential documents with authorised parties. Virtual data rooms provide granular access controls, activity tracking, watermarking, and Q&A workflows.
A comprehensive document prepared by the seller's advisors in an M&A sale process that provides prospective buyers with detailed information about the target business, including its history, products and services, market position, financial performance, management team, growth opportunities, and key risks. The IM is distributed to shortlisted parties after they have signed a non-disclosure agreement and is designed to enable buyers to form a preliminary valuation and submit indicative offers.
A legal concept in M&A agreements defining a significant deterioration in the target company's business, operations, financial condition, or prospects that may give the buyer the right to terminate the transaction or renegotiate the purchase price before completion. MAE definitions are among the most heavily negotiated provisions in sale and purchase agreements, with carve-outs typically excluding general market conditions, industry-wide changes, and events resulting from the announcement of the transaction itself.
A comprehensive due diligence exercise commissioned and paid for by the seller of a business prior to a sale process, with the resulting reports made available to prospective buyers. VDD typically covers financial, tax, commercial, and legal matters and is prepared by independent professional advisors.
A non-binding document outlining the key terms and conditions of a proposed investment, including valuation, investment amount, equity stake, board rights, liquidation preferences, anti-dilution provisions, and other protective clauses. The term sheet forms the basis for negotiation before definitive legal agreements are drafted.
An element of M&A purchase price that is payable only if specified future conditions are met, such as revenue targets or product milestones. Contingent consideration must be measured at fair value at the acquisition date and is particularly common in deals where intangible asset values are uncertain.
The contractual framework in an M&A transaction that determines how the final purchase price is calculated and adjusted to reflect the financial position of the target at closing. The two principal mechanisms are completion accounts (which adjust the price post-closing based on actual financial metrics at the completion date) and locked box (which fixes the price based on a historical balance sheet date with no post-closing adjustment).
A contractual arrangement in an M&A transaction where a portion of the purchase price is contingent on the acquired business achieving specified financial or operational targets during a defined period following completion. Earnouts bridge valuation gaps between buyer and seller, incentivise seller retention and performance, and reduce buyer risk.
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