What Is An Expression Of Interest (EOI)? Contents Of Expression Of Interest (EOI)

An expression of interest (EOI) is a legal document created by a buyer on behalf of a seller. It expresses the latter’s interest in buying their company, asset, or security like an eacution tool. But also their willingness, capacity, and price range. The typical conditional, non-binding contract is one to several pages long and contains information on everything from the potential sales price to the appraisal and payment period.

A seller can use an EOI as an indicator of interest to test the buyer’s capabilities and purpose, compare it to other buying offers, and come to a well-informed selling choice. The idea applies to merger and acquisition (M&A) transactions, the sale of securities, pursuing employment opportunities, posting job listings, expressing an interest in immigration, etc.

Understanding The Expression Of Interest

To ensure the other party is aware of the extent of the first party’s interest in purchasing a company or financial product or working together to do a joint goal, the former party may offer the latter party an expression of interest (EOI) letter. The buyer makes a formal offer to see if the seller will accept it. Then it creates and completes a sale agreement.

It is important to remember that an expression of interest (EOI) is not a contract between the parties. Instead, it is an attempt by the buyer to show how serious they are about making a sale or working together. Based on the EOI submitted by a buyer, the seller is free to accept or reject the offer. While some sellers like to prepare EOIs in advance of finalizing a transaction, others choose not to. So, it is not required to prepare an EOI.

A buyer submits an expression of interest (EOI) to the seller outlining all the specifics of the proposed transaction for the sale to proceed. It often contains details about the target company’s valuation and general terms and conditions. It enables the seller to weigh several buying offers and decide whether to sell. The Use EOI to learn about the seller’s expectations about pricing and other factors.

The EOI gives the seller the chance to assess the buyer’s motivation and capacity to carry out the transaction according to plan. For a sale to be successful, the buyer must offer crucial information and establish a clear settlement process.

How EOI System Operates?

  1. You will be added to the expression of interest (EOI) pool of qualified individuals if your EOI is accepted.
  2. One year will pass after the day your profile submits before it expires.
  3. At any moment, a candidate may only have one active EOI profile in the system. You cannot create an EOI profile for express entry and occupations in demand.
  4. The data you supply will determine your rankings.
  5. Those who do best will be given invitations to apply for the SINP.
  6. Invitations to Enroll are distributed via draws for expressions of interest.
  7. The SINP will contact you via email and operates on an electronic system.
  8. You can log in with the same credentials you created for your expression of interest (EOI) if you receive an invitation to apply.
  9. You must ensure that the data you include in your EOI is up-to-date and accurate. Then you need to edit your profile if anything changes.
  10. Your request rejects if it discovers that you gave misleading information or omitted crucial information.
  11. The input of EOI profiles is not restricted by the SINP.

Contents of Expression of Interest (EOI)

Sale Price:

An expression of interest (EOI) covers:

  • The sale amount that the buyer prepares to pay at the moment of closing the agreement.
  • Free of cash and debt.

It further states that the values and payments for ESOPs, incentives and other instruments provided by the seller on severance packages include in the total price due. The document is only a statement of interest and is not binding on any party. So, the buyer reserves the right to change the terms of the financial considerations and decide not to continue with the deal.

Method of Value:

It mentions the value and the major presumptions made by the buyer to arrive at the valuation. The seller’s future forecasts are the foundation of the offer. A few of the presumptions include:

  • The historical financial data shown in CIM is accurate and thorough.
  • The seller’s predictions give a true and fair picture of the company.
  • At the time of closing, the seller will completely cover all retirement benefits.
  • As of the closing date, working capital should be normal, and enough to maintain business operations.

Aside from what it states in the purchase price section, all facility contracts, vendor contracts, employee contracts, and customer contracts transfer to the buyer free of charge.

Due Diligence:

The buyer requests the chance to undertake due diligence to their entire satisfaction. It requests the chance to investigate the company and the seller in detail. Additionally, it emphasizes the key points that the buyer would consider when conducting the same. This could involve conducting due diligence in the areas of: 

  • Finance
  • Legal
  • Business
  • Contracts with clients and suppliers
  • Marketing and sales, 
  • Human resource management
  • Facilities
  • Technology
  • Equipment, and other things.

Transaction Structure:

The buyer describes the transaction structure. They may have interest in a full purchase of the business, or a carve-out of any sector is at issue. The earn-out structure is mentioned along with the kinds of assets and agreements the buyer may show interest in purchasing. Additionally, it specifies how the buyer will pay for the transaction’s purchase cost, which can either come from the cash amount on their accounting records or a bank loan.

Management Retain Plan: 

The bidder also details its intentions for the seller’s senior management and the kinds of agreements they can work out.

Services For Transition And Support:

The buyer notes that to run the business, they would want transition support for a specific time. Additionally, it states to only pay the purchase price for such goods.

Required Authorizations For The Transaction:

The buyer informs the seller about this. So, they determine the right timescales because the buyer needs approval from its governing board for a contract to get the final signature.

Business Operations:

The buyer anticipates that the seller will carry on business as usual without harming the company. An alert should be sent to the buyer if the seller plans to make any kind of structural change.

Transaction Expenses:

The buyer makes it clear that any associated costs will be borne alone by each party. It may induce expenses for: 

  • Performing due diligence
  • Negotiating
  • Preparing legal agreements
  • Receiving professional advice
  • Hiring attorneys, etc.


The buyer submits this proposal as an eager participant in the deal. It states that without the buyer’s prior written authorization, neither the firm name nor the purchase price should be divulged to a third party. The agreement completes after binding. The seller is only permitted to reveal the identity.

Non-Binding Contract:

The buyer states that the agreement is not binding and is only an expression of interest (EOI) between the parties. Neither the buyer nor the seller would be able to make any sort of damage claims about the EOI.


The letter concludes with a thank-you note to the owner for their time and consideration of the buyer’s offer. As a result, the seller has to get in touch with the buyer for a discussion or more explanation. It also includes the buyer’s contact information.

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