Acquisition Term Sheet and Heads of Agreement

Acquisition Term Sheets and Heads of Agreement

Settle price, structure, conditions and exclusivity on two pages before diligence starts and before the long-form drafting bill begins.

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  • Advocates & Solicitors
  • Offices in Kuala Lumpur & Johor Bahru
  • Confidential, no obligation
Ahmad Solehin Abd Ghani, PartnerNur Khalis Johar Amin, PartnerNur Amira Syahira, Senior AssociateSiti Zubaidah Jemadi, Senior AssociateSiti Sarah Sarif, Senior AssociateMadihah Hisham, AssociateNur Afiqah Qasrina, AssociateKritigeswari P. Ramesh, AssociateHafiz Azhari Zamree, AssociateNur Ashsyifa' Aqila, Trainee Associate

Real lawyers, one team behind every matter

Who this is for

Sound familiar?

01

Buyers making an offer for a company or business

02

Sellers responding to an approach and wanting terms fixed early

03

Parties who have agreed a price and need everything else settled

04

Buyers wanting exclusivity before spending on diligence

05

Anyone handed a term sheet and unsure what it commits them to

What's at stake

What is really at stake

  1. 01
    A buyer and a seller shake hands on a number.Diligence begins, lawyers are instructed, and eight weeks later the first draft agreement arrives with every structural question still open.
  2. 02
    Is it shares or assets.What is the consideration mechanism. What happens to the director loans. Is there exclusivity, and who bears costs if it falls over.
  3. 03
    Each of these gets negotiated inside a forty-page document at full drafting rates, when a two-page term sheet would have settled them in a week.

In plain words

Acquisition Term Sheet and Heads of Agreement

A term sheet or heads of agreement recording the commercial shape of an acquisition — price and structure, consideration mechanism, conditions, exclusivity, confidentiality, costs and timetable — with the binding and non-binding parts clearly separated.

What good looks like

Imagine starting diligence with the deal already shaped. Both sides working to a timetable. Exclusivity in place so nobody is negotiating against a rival bidder they cannot see.

What you get

What we deliver

Scope and fee are agreed in writing before any work starts, so you know exactly what you are getting.

  1. 01

    Working session on structure, consideration and conditions

  2. 02

    Drafted term sheet or heads of agreement

  3. 03

    Binding and non-binding provisions clearly separated

  4. 04

    Exclusivity, confidentiality and cost provisions

  5. 05

    Handover into the definitive documentation

How we work

Clear from the first conversation

  1. 1

    Send a short request

    Tell us what the matter is about. It takes under a minute and stays confidential.

  2. 2

    Akmal sets a time with you

    We reply within 30 minutes in office hours to arrange your consultation, online or at our KL or JB office.

  3. 3

    Advice, then a written proposal

    You get a clear view of the issues and options, then a written scope and fee proposal.

  4. 4

    Work begins on the agreed scope

    Akmal leads the matter with a team of our lawyers, working to the scope you approved. You get regular updates at every key step.

Scope and fee in writingAgreed before any work starts. No open-ended billing surprises.
Online where it suits youMost work is done online. We meet in person when the law requires it.
Fast, direct repliesWithin 30 minutes during office hours, Mon–Fri 8:30am–5:30pm.

Who leads your matter

Led by Akmal Saufi, supported by our team

Akmal leads your matter as Partner. Depending on the work, other lawyers in our team handle parts of it day to day, with Akmal overseeing the matter.

Akmal Saufi

Akmal Saufi

Partner, Messrs Akmal Saufi & Co

  • Advocate & Solicitor, Malaysia
  • Over 13 years in transactional work: M&A, joint ventures, land and infrastructure
  • LLB (Hons), International Islamic University Malaysia

The team behind your matter

Meet the team →
Ahmad Solehin Abd Ghani, Partner
Ahmad Solehin Abd GhaniPartner
Nur Khalis Johar Amin, Partner
Nur Khalis Johar AminPartner
Nur Amira Syahira, Senior Associate
Nur Amira SyahiraSenior Associate
Siti Zubaidah Jemadi, Senior Associate
Siti Zubaidah JemadiSenior Associate
Siti Sarah Sarif, Senior Associate
Siti Sarah SarifSenior Associate
Madihah Hisham, Associate
Madihah HishamAssociate
Nur Afiqah Qasrina, Associate
Nur Afiqah QasrinaAssociate
Kritigeswari P. Ramesh, Associate
Kritigeswari P. RameshAssociate
Hafiz Azhari Zamree, Associate
Hafiz Azhari ZamreeAssociate
Nur Ashsyifa' Aqila, Trainee Associate
Nur Ashsyifa' AqilaTrainee Associate

Who we have acted for

Organisations we have acted for

Federal government agencies & statutory bodies

Johor state bodies & local authorities

Government-linked companies

Private sector & NGOs

Shown with permission. Government agencies, statutory bodies and government-linked companies are identified as such. Their inclusion does not imply endorsement by any government, ministry or agency.

Next step

Request a consultation with Akmal

  1. 1Send a short request. It takes under a minute.
  2. 2Akmal reviews it and arranges a time with you.
  3. 3You get clear advice, then a written scope and fee proposal.

We reply within 30 minutes · Mon–Fri, 8:30am–5:30pm

Your details stay confidential. Sending a request does not mean you have appointed us.

  • Licensed advocates & solicitors
  • Professional indemnity insured
  • Offices in KL & JB

Questions

Frequently asked questions

Still unsure? Send a short request and Akmal will tell you plainly whether and how we can help.

Is a term sheet binding?

Parts usually are and parts usually are not. That split must be stated expressly, or the document becomes a risk rather than a tool.

Why does exclusivity matter?

Diligence costs real money. Exclusivity stops you funding an investigation while the seller shops the deal elsewhere.

Can we go straight to the sale agreement?

For very simple deals, yes. For most acquisitions it costs more, not less.

Should the term sheet fix the warranties?

It should fix the principle and any cap. The detail belongs in the long-form document.

They sent us their term sheet. Should we just sign it?

Not without review. This is the cheapest hour in the transaction and often the most valuable.

What is Legal That Works?

Legal That Works is a business and organisation oriented legal service designed by Messrs Akmal Saufi & Co (the firm that has brought the widely known legal consumer services brand ASCOLAW). We specifically help business owners and organisation leadership to navigate Malaysia’s legal terrain to achieve their commercial goals.

What if I’m not sure what legal service I need?

No problem. Most business owners aren’t legal experts. Just reach out and we will guide you to the right service or help you understand your options, without jargon or upselling.

Who will be helping me?

Your matter is led by Akmal Saufi, Partner. Depending on the work, other advocates and solicitors in our team will handle parts of it day to day, with Akmal overseeing the matter. You will always deal with real lawyers, not chatbots or generic customer support.

Before you sign

The cost of waiting

Every structural question left out of the term sheet resurfaces during long-form drafting, at a far higher cost and with less goodwill.

WhatsApp us

We reply within 30 minutes · Mon–Fri, 8:30am–5:30pm

Legal That Works logo

Legal That Works (Messrs Akmal Saufi & Co) is a Malaysian business friendly legal services firm providing services across multiple industries and practice area fuelling business growth and ambition.

All rights reserved. © Legal That Works is a legal service by Messrs Akmal Saufi & Co (Registration No. 00020004166). 2014-2026
Regulated by the Malaysian Bar Council under the Legal Profession Act 1976.

Legal That Works logo

Legal That Works (Messrs Akmal Saufi & Co) is a Malaysian business friendly legal services firm providing services across multiple industries and practice area fuelling business growth and ambition.

All rights reserved. © Legal That Works is a legal service by Messrs Akmal Saufi & Co (Registration No. 00020004166). 2014-2026

Regulated by the Malaysian Bar Council under the Legal Profession Act 1976.

Legal That Works logo

Advocates & Solicitors in Kuala Lumpur and Johor Bahru

Legal That Works logo

Advocates & Solicitors, KL and JB