{"reference":"LOI-2026-011","parties":[{"role":"Buyer","legal_name":"Acme Supplies SRL","address":"Rue de la Loi 100, 1040 Brussels, Belgium","registration_number":"BE0123456789","representative_name":"Isabelle Durand","representative_role":"Managing Director"},{"role":"Seller","legal_name":"Vandeputte Office Supplies SA","address":"Chaussée de Waterloo 210, 1060 Saint-Gilles, Brussels, Belgium","registration_number":"BE0876543210","representative_name":"Jean-Marc Vandeputte","representative_role":"Founder and CEO"}],"date":"2026-04-10","subject_matter":"Contemplated acquisition by Acme Supplies SRL of the B2B customer book (approximately 840 active accounts) and related contracts of Vandeputte Office Supplies SA in the Brussels and Walloon Brabant regions, together with associated inventory (estimated EUR 120,000 at cost) and the transfer of two key account managers. The transaction is envisaged as an asset purchase (Part B of the business) and not a share deal; neither the Vandeputte brand nor real-estate leases are in scope.","key_commercial_terms":"Indicative headline consideration of EUR 1,400,000, structured as EUR 1,100,000 payable in cash at closing and EUR 300,000 as a two-year earn-out tied to the retention of the transferred customer revenue (≥ 85% retention of 2025 revenue in year 1, sliding scale below 85%). Inventory transferred at cost with a 5% damaged-goods allowance. Transferred employees retain existing remuneration and seniority under Belgian CAO 32bis. Closing subject to customary conditions precedent including buyer's board approval, satisfactory due-diligence outcome, and waiver of change-of-control clauses in the transferred customer contracts.","exclusivity_period_optional":{"days":60,"scope":"During the exclusivity period the Seller (and its shareholders, directors and advisers) shall not, directly or indirectly, solicit, initiate, encourage or accept any offer, proposal or enquiry from any third party concerning the sale, transfer, licence or similar disposal of the B2B customer book in scope or any material part thereof."},"due_diligence_period_optional":{"days":45,"access_terms_summary":"The Seller shall grant the Buyer and its advisers access to a secure virtual data-room hosted on Intralinks, containing (i) anonymised customer-level revenue and margin data for 2023–2025, (ii) top-50 customer contracts, (iii) inventory listings with rolling stock-ageing, (iv) key-personnel HR files (redacted), and (v) material litigation and regulatory matters. The Seller commits to reasonable Q&A turnaround (5 business days) and two on-site management meetings in Saint-Gilles. Access is subject to the Mutual NDA ACME-VDP-NDA-2026-009 dated 2026-03-22."},"definitive_agreement_target_date":"2026-06-30","binding_provisions":["Exclusivity (clause 4)","Confidentiality (by reference to the Mutual NDA ACME-VDP-NDA-2026-009)","Costs: each party bears its own advisers' costs regardless of whether the transaction closes","Governing law and jurisdiction (clause 9)","Termination of this LOI on written notice if the definitive agreement is not signed by 2026-07-31"],"non_binding_disclaimer":"Save for the provisions expressly identified above as binding, this Letter of Intent does not constitute an offer, acceptance, agreement or commitment by either party to enter into, or to continue negotiations towards, a definitive transaction. Any binding obligation will arise only from a definitive written agreement signed by both parties and subject to the fulfilment of the conditions precedent stated therein.","signatories":[{"party_legal_name":"Acme Supplies SRL","name":"Isabelle Durand","role":"Managing Director","date":"2026-04-10","place":"Brussels"},{"party_legal_name":"Vandeputte Office Supplies SA","name":"Jean-Marc Vandeputte","role":"Founder and CEO","date":"2026-04-12","place":"Brussels"}]}