Letter · Mergers & Acquisitions / Private Equity
Non-binding indicative offer letter for a share or business acquisition (with binding confidentiality, exclusivity and costs terms)
A bidder's indicative offer for a private company or business: price and structure, key assumptions, due diligence, conditions including ACCC and FIRB approvals, timetable, and a short list of terms that are expressly binding.
- Kind
- Letter. A letter or email you adapt and send.
- Where it applies
- Australia
- AI use
- Yellow AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at
- 18 October 2026
- Status
- Maintained. Checked on 18 October 2026 against the 2 authorities it cites, for Australia.
- Version
- 1
- Source
- Written for this library
When to use it
Use when a buyer submits a first or second-round offer in a sale process, or makes an unsolicited approach, before due diligence and the sale agreement. Not for a takeover bid or scheme for a listed company, which have their own disclosure and timing rules.
How AI may be used
AI may draft the letter from the bidder's approved term sheet and the process letter's requirements; the lawyer checks which terms are binding, the conditions and the regulatory approvals before it is sent.
AI may
- Populate the letter from the bidder's approved price, structure and conditions
- Check the letter against the vendor's process letter and list any required item that is missing
- Draft the due diligence scope and timetable from the bidder's workplan
AI must not
- Must not set or suggest the price, the valuation basis or the conditions, which are the bidder's decisions
- Must not decide whether ACCC notification or FIRB approval is required
- Must not make any term binding beyond the confidentiality, exclusivity, costs and governing law terms the lawyer has approved
The lawyer checks
- The letter clearly states that it is not binding except for the listed clauses, and the binding clauses are complete and enforceable on their own
- The ACCC notification thresholds and the FIRB rules have been screened, and the conditions reflect the result
- Any exclusivity period is fixed, reasonable and not presented as obliging the vendor to sell
- The letter complies with the process letter and any confidentiality agreement already signed
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
Read the full text
The full text is for signed-in accounts. It is free. When you sign in you can:
- read the whole precedent, with its drafting notes beside it;
- copy it, or download it as a Word file or Markdown;
- add it to your firm’s knowledge base, so colleagues can find it;
- let the AI tools you connect read it from that knowledge base.
The summary, the law it rests on and the AI-use guidance above stay public. Privacy.
More in Mergers & Acquisitions / Private Equity
- Legal due diligence request list (share or asset acquisition)
- Protocol for AI-assisted due diligence review, with client notice (tools, data-room terms, sampling, sign-off)
- Share sale completion agenda, deliverables checklist and funds flow (private company)
- AI systems and data warranties and indemnities for a share or asset sale agreement
- Post-completion steps checklist for a share or business acquisition: filings, novations, IP recordals, regulators and integration
- Vendor disclosure letter against sale agreement warranties
- Scheme of arrangement and takeover bid timetable and deal-protection checklist
- FIRB application information checklist and cover letter
All precedents for Mergers & Acquisitions / Private Equity · Tasks and AI use in this area