The Important Role of ‘Indication of Interest’ in Business Acquisitions

Team Acquira
-  April 17, 2024
What You’ll Learn
  • Discover what an Indication of Interest is and its importance in business acquisitions
  • Learn the critical components of an Indication of Interest
  • Understand How to Create an Effective IOI
  • Identify the challenges and pitfalls you can encounter with the indication of Interest

When it comes to business acquisitions, the “Indication of Interest” (IOI) is a crucial starting point that sets the stage for transformative deals. 

You can think of it as the first note of a symphony, the opening scene of a gripping drama, or the first step on an exciting journey. The IOI sparks curiosity, initiates strategic discussions, and lays the groundwork for potential business transformations.

In this exploration of the IOI’s significance in business acquisitions, we’ll uncover its importance. This document is more than just a piece of paper; it’s a catalyst for opportunity, a gateway to negotiations, and a key player in shaping the future of enterprises. Join us as we venture into the world of the IOI, where business ambitions meet the canvas of opportunity, creating a landscape of potential and possibility.

What is an Indication of Interest (IOI)?

In business acquisitions, an Indication of Interest (IOI) is a preliminary, non-binding proposal a potential buyer makes to express serious interest in acquiring the target company or making a significant investment. It outlines proposed terms, requests access to financial information, and starts the due diligence process. 

IOIs are not legally binding and serve as a starting point for negotiations. They also help sellers evaluate buyer interest, especially in competitive acquisition situations. The seller can accept, reject, or negotiate the IOI’s terms before moving toward a binding agreement.

Importance of Indication of Interest (IOI)

There are several reasons why IOIs are important to a business acquisition:

  • Expressing Serious Intent: IOIs demonstrate that a potential buyer or investor is genuinely interested in pursuing the acquisition of the target company or making a significant investment. This signals to the seller that the inquiry is not casual but represents a serious business opportunity.
  • Initiating Communication: IOIs are the formal starting point for communication between the buyer and the seller. They open the door to discussions about the potential transaction.
  • Outlines Key Terms: IOIs typically include proposed terms and conditions of the deal, such as the purchase price or investment amount, a proposed deal structure, and other critical terms. This initial outline helps both parties understand each other’s expectations.
  • Due Diligence: By requesting access to the target company’s financial and operational information, IOIs kick-start the due diligence process. This allows the buyer to assess the target company’s financial health, potential risks, and overall suitability for acquisition.
  • Non-Binding Nature: IOIs are typically non-binding, meaning they do not create any legal obligation for either party. This flexibility allows both parties to explore the potential deal without committing to it prematurely.
  • Competitive Process: When multiple potential buyers are interested in acquiring the same company, IOIs help the seller gauge interest and choose the most suitable buyer(s) to move forward with. It can foster a competitive bidding process that could lead to a higher sale price or better terms for the seller.
  • A Basis for Negotiation: The terms outlined in the IOI serve as a foundation for negotiations. Buyers and sellers can use the IOI as a starting point to refine the terms and reach a mutually agreeable deal.
  • Confidentiality: IOIs are typically confidential documents, ensuring that sensitive information about the potential transaction is kept private until both parties are comfortable moving forward.
  • Time and Resource Management: IOIs help both parties save time and resources by allowing them to gauge interest and negotiate terms before investing extensively in the due diligence process or legal documentation.

Components of an Indication of Interest [IOI]

An Indication of Interest (IOI) typically includes several key components that outline the buyer’s preliminary interest and proposed terms. While the specific format may vary depending on the circumstances and industry norms, here are the typical components you can expect to find in an IOI:

  • Introduction: This formal introduction identifies the buyer or the buyer’s representative and expresses the intent to explore the acquisition opportunity.
  • Transaction Summary: This is a summary of the proposed transaction, including the type of transaction (e.g., acquisition, investment), the target company’s name, and the key terms under consideration.
  • Purchase Price or Investment Amount: This part specifies the proposed purchase price if it’s an acquisition or the investment amount if it’s an investment. This is a crucial element of an IOI.
  • Deal Structure: This describes the proposed deal structure, including whether it’s a stock purchase, asset purchase, merger, or any other structure. This also outlines any proposed conditions or contingencies related to the structure.
  • Due Diligence: This part expresses the intention to conduct due diligence on the target company and request access to its financial, operational, and legal information. The expected timeline for completing due diligence should also be stated here.
  • Financing: This part mentions the source of financing for the transaction, whether it’s from the buyer’s own funds, external financing, or a combination of both.
  • Conditions or Requirements: This outlines any specific conditions or requirements that must be met for the transaction to proceed, such as regulatory approvals, third-party consents, or the absence of material adverse changes in the target company’s financial condition.
  • Confidentiality: This reiterates the need for confidentiality and the protection of sensitive information during the negotiation and due diligence process.
  • Exclusivity or Non-Compete: This specifies whether the buyer requests an exclusivity period during which the seller agrees not to negotiate with other potential buyers or investors.
  • Proposed Timeline: This part provides a rough timeline for the completion of the transaction, including key milestones such as signing a Letter of Intent (LOI) or Purchase Agreement.
  • Contact Information: This includes contact details for the buyer or the buyer’s representative, making it clear who the seller should contact regarding the IOI.

How to Create an Effective IOI?

ioi indication of interest

Creating an effective Indication of Interest (IOI) in a business acquisition requires careful planning, professionalism, and attention to detail. Here are some tips to help you create an effective IOI:

  • Understand Your Objectives: Clearly define your objectives and goals for the acquisition. Determine your target company’s fit with your strategic objectives and portfolio.
  • Conduct Research: Collect information about the target company, including financials, operations, industry trends, and competitive landscape. Understand the seller’s motivations and expectations.
  • Prepare a Professional Letter: Use a formal business letter format with your company’s letterhead. Address the letter to the appropriate party, typically the seller or their representative.
  • Express Genuine Interest: Start the letter clearly expressing your interest in acquiring the target company. Highlight what attracts you to the business and why you believe it’s a valuable opportunity.
  • Summarize Key Terms: Provide an overview of the proposed terms and conditions, including the purchase price or investment amount. Outline the deal structure (e.g., stock purchase, asset purchase) and any specific conditions or contingencies.
  • Highlight Your Strengths: Briefly mention your personal or company’s strengths, experience, and track record to reassure the seller of your capability to complete the transaction.
  • Be Professional and Concise: Keep the IOI concise and to the point, avoiding unnecessary jargon or excessive detail. Proofread the letter for accuracy and professionalism.
  • Timely Submission: Ensure that the IOI is submitted within a reasonable timeframe, as agreed upon with the seller or based on industry norms.
  • Follow-Up: After submitting the IOI, follow up with the seller or their representative to confirm receipt and express your continued interest.

Challenges and Pitfalls

Creating an Indication of Interest (IOI) in a business acquisition can be a complex process with several challenges and potential pitfalls to be aware of:

  • Inaccurate Valuation: Estimating the appropriate purchase price or investment amount can be challenging. An overly aggressive or low valuation in the IOI may hinder further negotiations.
  • Buyer’s Limited Information: The buyer often has limited information about the target company when preparing the IOI. This can lead to incomplete or inaccurate terms, which may need adjustment during due diligence.
  • Confidentiality Risks: Despite confidentiality assurances, there is always a risk that sensitive information about the transaction leaks during the IOI stage, potentially harming the seller’s business or reputation.
  • Competitive Bidding: In competitive acquisition processes, multiple buyers may submit IOIs. This can increase the purchase price and lead to a bidding war, potentially resulting in overvaluation.
  • Unclear Terms: Incomplete or vague terms in the IOI can lead to misunderstandings and disputes during later negotiations. It’s crucial to ensure that all critical terms are clearly defined.
  • Binding Language: Mistakenly using binding language in the IOI, such as implying a firm commitment to the transaction, can create legal obligations prematurely. It’s essential to emphasize the non-binding nature of the IOI.
  • Seller’s Unrealistic Expectations: Sellers may have unrealistic expectations based on the initial IOI. Managing these expectations and aligning them with the actual terms of the transaction can be challenging.
  • Due Diligence Risks: The IOI initiates the due diligence process, which can uncover unexpected issues or risks in the target company. These findings may impact the terms and can create uncertainty.
  • Relationship Management: Managing the relationship with the seller is critical. A poorly written or insensitive IOI can damage the relationship and complicate negotiations.
  • Legal and Regulatory Compliance: Failing to adhere to legal and regulatory requirements in the IOI, such as antitrust or competition laws, can lead to legal challenges.
  • Seller’s Exclusivity Concerns: Buyers may request exclusivity, limiting the seller’s ability to negotiate with other potential buyers. This can be a contentious point in negotiations.
  • Overcommitment: Buyers must be cautious not to overcommit in the IOI. Promising terms that they cannot ultimately meet can damage their credibility.
  • Lack of Expertise: Inexperienced buyers may struggle to create a well-structured and effective IOI. Seeking guidance from professionals with expertise in mergers and acquisitions can be crucial.

Indication of Interest vs Letters of Intent 

An Indication of Interest (IOI) and Letters of Intent (LOI) are two distinct documents used in buying or selling a business. Still, they serve different purposes and have different levels of commitment. Here are the key differences between the two:


  • Indication of Interest (IOI): An IOI is a preliminary, non-binding document that expresses a buyer’s or investor’s interest in exploring the possibility of acquiring a target company or making a significant investment. It provides an initial framework for discussions and negotiations.
  • Letter of Intent (LOI): A Letter of Intent, sometimes referred to as a Memorandum of Understanding (MOU), is a more detailed document that outlines the specific terms and conditions under which the buyer is willing to proceed with the transaction. It is typically more formal and comprehensive than an IOI.

Binding Nature

  • Indication of Interest (IOI): An IOI is typically non-binding, meaning it does not create a legal obligation for either party to proceed with the transaction. It serves as a starting point for negotiations and due diligence.
  • Letter of Intent (LOI): A Letter of Intent can be either binding or non-binding, depending on its language and the parties’ intentions. Some LOIs include binding provisions (e.g., exclusivity or confidentiality), while others are entirely non-binding.

Level of Detail

  • Indication of Interest (IOI): IOIs are generally less detailed than LOIs. They provide a high-level overview of the proposed terms, often leaving many specifics to be negotiated later in the process.
  • Letter of Intent (LOI): LOIs are more comprehensive and typically include detailed terms and conditions related to the purchase price, payment structure, due diligence process, contingencies, exclusivity periods, and other key aspects of the transaction.


  • Indication of Interest (IOI): IOIs are typically submitted early in the acquisition process, after initial discussions, but before significant due diligence.
  • Letter of Intent (LOI): LOIs are usually submitted after more in-depth negotiations and due diligence. They serve as a more formal and binding agreement to proceed with the transaction.

Legal Implications

  • Indication of Interest (IOI): IOIs are less likely to have legal implications because they are usually non-binding. However, they can still set expectations and influence the direction of negotiations.
  • Letter of Intent (LOI): An LOI can have legal consequences depending on its wording. A binding LOI can require the parties to follow the terms outlined, while a non-binding LOI provides a framework for further negotiations.


Is an Indication of Interest an Offer?

No, an Indication of Interest (IOI) is typically not considered an offer in the legal sense. It is a preliminary, non-binding expression of interest by a potential buyer or investor to explore the possibility of acquiring a business or making an investment. An IOI outlines proposed terms but does not create a legally binding obligation for either party to proceed with the transaction. It is a starting point for negotiations and due diligence in the acquisition process.

Is an Indication of Interest Binding?

No, an Indication of Interest (IOI) is typically not binding. It is a preliminary, non-binding document used in business acquisitions to express interest and outline proposed terms. It does not create legal obligations for the parties involved, allowing flexibility for further negotiations and due diligence.

Can I Purchase a Business Without an Indication of Interest?

Yes, purchasing a business without submitting an Indication of Interest (IOI) is possible. While IOIs are a common step in the acquisition process, some transactions may proceed without this formal preliminary document. The specific approach and documentation can vary depending on the circumstances and negotiations between the buyer and the seller. However, using an IOI is customary to express initial interest and outline proposed terms before entering formal negotiations.

Who Can Cancel an Indication of Interest?

An Indication of Interest (IOI) can typically be canceled or withdrawn by the party that initially submitted it. The buyer and the seller can cancel an IOI since it is a non-binding expression of interest in a business acquisition. Revoking the IOI means that the party is no longer interested in pursuing the potential transaction outlined in the document.


An Indication of Interest is important in business acquisitions. It is the initial step in assessing and initiating a potential transaction, facilitating communication, outlining terms, and enabling both parties to explore the opportunity while maintaining flexibility and confidentiality.

However, It’s important to note that an IOI is typically non-binding, meaning that the terms and conditions outlined in the document are subject to further negotiation and may change during the course of due diligence and subsequent discussions. Once both parties agree on the terms, they typically move forward to sign a binding agreement, such as a Letter of Intent (LOI) or Purchase Agreement, to formalize the transaction.

Always remember that since IOI is typically the first step in a negotiation process, its professionalism and clarity can set the tone for further discussions. Be prepared for potential negotiations and be ready to adjust your terms as needed based on the seller’s response and additional due diligence findings.

When creating an IOI, there are several challenges and potential issues that you may face. That’s why it’s crucial to approach the IOI stage with careful planning, thorough due diligence, clear communication, and a commitment to professionalism and integrity throughout the acquisition process. Seeking legal and financial advice can also ensure that all relevant laws and regulations are followed during the IOI and subsequent negotiations.

Do you want to learn more about Indication of Interest or the business acquisition process? You should consider joining the Acquira Accelerator program. This program is specifically made to help aspiring acquisition entrepreneur in their business acquisition journey.

Space is limited, so sign up now using the form below.

Key Takeaways

  • An IOI is a preliminary, non-binding proposal a potential buyer makes to express serious interest in acquiring a target company/business.
  • An Indication of Interest (IOI) typically includes several key components that outline a buyer’s proposed terms, request financial information access, and initiate the due diligence process.
  • Creating an effective Indication of Interest (IOI) in a business acquisition requires careful planning, professionalism, and attention to detail.
  • The primary difference between an IOI and an LOI is their purpose and level of commitment to a business acquisition.
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