Cathay Land Inc. and Masa Homes Wholesale Partnership Term Sheet
Cathay Land Inc. and Masa Homes Wholesale Partnership Term Sheet
Cathay Land Inc. and Masa Homes Wholesale Partnership Term Sheet
This term sheet summarizes the principal terms of a proposed transaction involving Cathay
Land Inc. (the “Company”) and Masa Homes Real Estate Development (the “Purchaser). This
term sheet is not legally binding and there will be no obligation to complete the proposed
transaction as a result of the signing of this term sheet. The parties intend to enter into a legally
binding obligation only pursuant to the definitive agreements to be negotiated and executed by
the parties.
The aforementioned assets intended for purchase shall hereinafter be known as the “Assigned
Interests.”
Proposed Purchase Price. For the sale and transfer of the Assigned Interests to the Purchaser,
the purchase price is PhP 960,000 per unit, exclusive of VAT and miscellaneous. The terms of
payment are as follows:
(a) 10% downpayment – lump sum
(b) 10% downpayment – over 18 months
(c) 80% balance – upon turnover
Statements and Assurances. The obligations of the Company to complete all contemplated
transactions herein shall be subject, in conjunctions with other items, to the satisfaction of the
following conditions:
(a) Masa Homes to provide full sales and administrative assistance to end purchasers;
(b) Masa Homes to be allowed a brand signage at the project site;
(c) Satisfactory completion of all legal, accounting, tax, financial, commercial, and
environmental due diligence, at the Company’s sole discretion;
(d) Negotiation execution and delivery of satisfactory and mutually acceptable transaction
documents;
(e) Receipt of all necessary governmental, board of directors, investment committee, and
third party approvals;
(f) True and correct representations and warranties as of the Closing Date;
(g) Finally, that any and all essential steps to achieve a Closing shall be completed by 10
September 2020, the actual Closing Date. The aforementioned Closing Date may be
subject to a mutually agreed upon extension or postponement by both parties.
Governing Law. Any and all transaction documents, as well as this Term Sheet, shall be
governed by the current applicable laws of the Philippines.
Confidentiality. It is therefore agreed, that the terms and conditions contained within this Term
Sheet shall be held in the strictest confidence by both parties.
Legal Fees and Expenses. The Company and the Purchaser shall bear their own fees and
expenses associated with the Closing.
Non-Disclosure. Under no circumstances, shall the Purchaser nor the Company make any public
disclosure regarding the pending transaction prior to or after the Closing. Both parties, the
Company and the Purchaser, are hereby in agreement that any such decision regarding the
disclosure of the contemplated transaction, made at or after the time of Closing, shall be made
mutually; provided that there is no provision that would prevent the Company from their
fulfillment of any legal disclosure obligations.
This Term Sheet is not intended as a legally binding commitment by the Purchaser, and any
obligation on the part of the Purchaser is subject to the following conditions precedent:
completion of legal documentation satisfactory to the prospective Purchaser, satisfactory
completion of due diligence by the prospective Purchaser, and delivery of all closing
deliverables described in the definitive agreements.
Signed:
Emma Royo
President, Masa Homes