Innovation Pharmaceuticals Inc (IPIX)

[Justfactsmam]

...90% of the time...even a Non-binding term sheet will contain a time restriction during which acquirer has at least 90 days to complete DD and the target company cannot talk to or negotiate with any other potential acquirer. Few companies are going to waste time and resources only to have another suitor come in and negotiate away a potential opportunity.

Here is an example of one such clause in a LOI from a $20B company involving a transaction I am working on Dated July 10, 2018...the DD is going slowly (thousands of customer contracts to verify term and revenue) and parties extended DD another 90 days, therefore a 6 month DD:

"7. Exclusive Negotiations. Following the execution of this LOI, for a period of ninety (90) days (the "Exclusivity Period"), Seller will not accept, solicit, encourage, negotiate or entertain any offers or proposals from, or enter into any agreements with, any party other than Purchaser (a) for the sale, transfer or other disposition of any of the Purchased Assets or its Agency, (b) involving any merger, consolidation, or joint venture, or (c) related to any other transaction or combination of transactions that could impair the value to Purchaser of the transactions contemplated hereby. During the Exclusivity Period, Seller will not provide any person other than Purchaser with any confidential or non-public information related to the Purchased Assets or its Agency, unless required to do so by law. Seller will promptly notify Purchaser of any receipt of offers or solicitations regarding any proposed sale or purchase of any of the Purchased Assets or its Agency, or any other transaction described above in this paragraph 7."