FIRST AMENDMENT AGREEMENT
Exhibit 2.2
10 May 2024
Xxxxxxx UK Feederco Limited
eBay International Holding GmbH
eBay International Management B.V.
BCP Xxxxxxx Xxxxx S.à x.x.
Xxxxxxx Netherlands Topco B.V.
XXXXXXX XXXXX NORWAY AS
XXXXXXX XXXXX 1 NORWAY AS
regarding the
TRANSACTION COMPLETION AGREEMENT
relating to Project Xxxxxxx
Contents
| Clause | Page | |
| 1. | Definitions | 3 |
| 2. | Certain Amendments | 3 |
| 3. | Miscellaneous | 4 |
| Schedule 4 Sample cap table calculation | 5 | |
THIS AGREEMENT (the Amendment Agreement) is dated 10 May 2024
PARTIES:
| (1) | XXXXXXX UK FEEDERCO LIMITED incorporated under the laws of England and Wales (registered number 15245581), whose registered office is at 10th xxxxx, 00 Xx Xxxx Xxx, Xxxxxx, XX0X 0XX, Xxxxxx Xxxxxxx (Equity Investor); |
| (2) | eBay Inc. incorporated under the laws of Delaware (I.R.S. Employer Identification No. 00-0000000), whose principal executive office is at 0000 Xxxxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, Xxxxxx Xxxxxx (Xxxx); |
| (3) | EBAY INTERNATIONAL HOLDING GMBH, an indirectly wholly-owned subsidiary of Xxxx, incorporated under the laws of Switzerland (registered number CHE-262.723.657), whose registered office is at Xxxxxxxxxxxxxxx 00-00, 0000 Xxxx, Xxxxxxxxxxx (Xxxx GmbH); |
| (4) | eBay International Management B.V., an indirectly wholly-owned subsidiary of Xxxx, incorporated under the laws of the Netherlands (registered number 71993312), whose registered office is at Xxxxxxxxxxxxxxx 00, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx (Xxxx BV); |
| (5) | BCP XXXXXXX XXXXX S.À X.X. incorporated under the laws of the Grand Duchy of Luxembourg (registered number B281366), whose registered office is at 0-0, xxx Xxxxxx Xxxxxxx, X-0000 Xxxxxxxxxx, Xxxxx Xxxxx xx Xxxxxxxxxx (Bjoern); |
| (6) | XXXXXXX NETHERLANDS TOPCO B.V. incorporated under the laws of the Netherlands (registered number 91818427), whose registered office is at Xxxxxxxxxxxxxxx 000, 0000XX Xxxxxxxxx, xxx Xxxxxxxxxxx (the Company); |
| (7) | XXXXXXX XXXXX NORWAY AS incorporated under the laws of Norway (registered number 932 213 346), office is at c/o Wikborg Rein Advokatfirma AS, Xxxxxxxx Xxxxx xxxx 00, 0000 Xxxx, Xxxxxx (pending registration in the Norwegian Registry of Business Enterprises) (BidCo); and |
| (8) | XXXXXXX XXXXX 1 NORWAY AS incorporated under the laws of Norway (registered number 932 213 311), registered office is at c/o Wikborg Rein Advokatfirma AS, Xxxxxxxx Xxxxx xxxx 00, 0000 Xxxx, Xxxxxx (pending registration in the Norwegian Registry of Business Enterprises) (BidCo 1) |
(the Equity Investor, Xxxx, Xxxx GmbH, Xxxx BV, Xxxxxx, the Company, BidCo as well as BidCo 1 each also, a Party and collectively, the Parties).
WHEREAS:
| (A) | On 21 November 2023, the Parties, among other agreements, entered into a certain Transaction Completion Agreement in order to, among other things, set out the terms governing the transfers of the Xxxx Target Shares to the BidCo Group as well as certain other actions connected to the voluntary public takeover offer for all issued and outstanding class A shares (voting shares) in Adevinta ASA by BidCo (as amended from time to time, the Xxxx XXX and where reference is made in this Amendment Agreement to the term “original” Xxxx XXX, such reference shall designate the original version of the Xxxx XXX as executed on 21 November 2023). |
| (B) | The Parties wish to amend the original Xxxx XXX by this Amendment Agreement and agree as set out in the following. |
| 2 |
IT IS AGREED:
| 1. | Definitions |
Capitalised terms used or referenced in this Amendment Agreement shall have the meaning ascribed to them in this Amendment Agreement or, in the absence of a separate definition as contained herein, shall have the meaning as ascribed to them in the original Xxxx XXX.
| 2. | Certain Amendments |
The Parties agree that the original Xxxx XXX shall be changed and amended as follows, subject to further changes from time to time to the extent agreed in writing between the Parties:
| 2.1 | Clause 4.1 of the original Xxxx XXX shall be replaced in its entirety by the following new Clause 4.1: |
Xxxx xxxxxx commits to the Company, and only to the Company, to cause Xxxx GmbH to transfer, and Xxxx GmbH commits to transfer, at Completion 177,115,591 of the Xxxx Class A Target Shares (the Xxxx Xxxxxxxx Target Shares) to the Company against issuance of new shares in the Company. As consideration for the transfer of the Xxxx Xxxxxxxx Target Shares, the Company shall issue to Xxxx GmbH such number of Ordinary Shares that is equal in value to the Xxxx Xxxxxxxx Target Shares valued at NOK 115 per Xxxx Xxxxxxxx Target Share at the Signing Exchange Rate (such newly issued shares, the Xxxx Xxxxxxxx Shares).
| 2.2 | Clause 5.1 of the original Xxxx XXX shall be replaced in its entirety by the following new Clause 5.1: |
Xxxx hereby commits to BidCo 1, and only to BidCo 1, to cause Xxxx XX, Xxxx GmbH and/or their respective applicable subsidiaries to sell and transfer, and each of Xxxx XX and Xxxx GmbH commits to sell and transfer (and/or cause its respective applicable subsidiaries to sell and transfer), at Completion 167,859,524 of the Xxxx Class A Target Shares and all of the Xxxx Class B Target Shares (jointly, the Xxxx Xxxx Target Shares) to BidCo 1 against a consideration in the amount of USD 2,431,150,493.58 (in words: two billion four hundred thirty-one million one hundred fifty thousand four hundred ninety-three dollars US Dollars and fifty-eight cents) (the Xxxx Xxxx Purchase Price). The Xxxx Xxxx Purchase Price shall be payable by BidCo 1 to Xxxx in cash at Completion in accordance with Clause 10.
| 2.3 | Schedule 4 (Sample cap table calculation) of the Xxxx TCA shall be replaced by Schedule 4 (Sample cap table calculation) as attached to this Amendment Agreement. |
| 3. | Further Agreements |
The Parties hereby agree that any reference made to any of the Transaction Documents in the original Xxxx XXX shall refer to such Transaction Document as amended from time to time.
| 4. | Miscellaneous |
| 4.1 | Except as expressly set forth in this Amendment Agreement, all other provisions of the Xxxx XXX, as contained in the original Xxxx XXX, shall remain unaffected. |
| 4.2 | Clauses 13 through 27 of the original Xxxx XXX shall apply mutatis mutandis to this Amendment Agreement. |
[schedules and signature pages follow]
| 3 |
Schedule 4
Sample cap table calculation
Equity Investor
| Shareholder | Percentage | |||
| Xxxxx I | 20.9 | % | ||
| Xxxxx XX | 28.4 | % | ||
| Bjoern | 36.2 | % | ||
| Gunnar | 9.4 | % | ||
| Torben | 5.1 | % | ||
| Total | 100 | % | ||
Company (illustrative and subject to equity funding amount)
| Shareholder | Percentage | |||
| Equity Investor | 68 | % | ||
| Xxxx | 18 | % | ||
| Xxxx | 14 | % | ||
| Total | 100 | % | ||
Signature
[Signature pages to be added]
| 4 |
[Signature pages to the First Amendment Agreement regarding the Xxxx Transaction
Completion Agreement relating to Project Xxxxxxx]
| Xxxxxxx UK Feederco Limited | ||
| Date: 10 May 2024 | ||
| by: | ||
| /s/ Xxxxxx Xxxxxx | /s/ Xxxxxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxxx | Name: Xxxxxxxxx Xxxxx | |
| Title: Director | Title: Director |
| 5 |
[Signature pages to the First Amendment Agreement regarding the Xxxx Transaction
Completion Agreement relating to Project Xxxxxxx]
| eBay Inc. | ||
| Date: 10 May 2024 | ||
| by: | ||
| /s/ Xxxxx Xxxxxx | ||
| Name: Xxxxx Xxxxxx | ||
| Title: SVP, Chief Financial Officer | ||
| eBay International Holding GmbH | ||
| Date: 10 May 2024 | ||
| by: | ||
| /s/ Xxxxxxx Xxxxxx | ||
| Name: Xxxxxxx Xxxxxx | ||
| Title: President and Managing Officer | ||
| eBay International Management B.V. | ||
| Date: 10 May 2024 | ||
| by: | ||
| /s/ Xxxxxxx Xxxxxx | /s/ Xxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxx | Name: Xxxx Xxxxxxxx | |
| Title: Director A | Title: Director B |
| 6 |
[Signature pages to the First Amendment Agreement regarding the Xxxx Transaction
Completion Agreement relating to Project Xxxxxxx]
| BCP Xxxxxxx Xxxxx S.à x.x. | |
| Date: 10 May 2024 | |
| by: | |
| /s/ Xxxx Xxxxxxxxxx | |
| Name: Xxxx Xxxxxxxxxx | |
| Title: Manager |
| 7 |
[Signature
pages to the First Amendment Agreement regarding the Xxxx Transaction
Completion Agreement relating to Project Xxxxxxx]
| Xxxxxxx Netherlands Topco B.V. | |
| Date: 10 May 2024 | |
| by: | |
| /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | |
| Title: Authorized representative |
| 8 |
[Signature pages to the First Amendment Agreement regarding the Xxxx Transaction
Completion Agreement relating to Project Xxxxxxx]
| Xxxxxxx Xxxxx Norway AS | ||
| Date: 10 May 2024 | ||
| by: | ||
| /s/ Xxxxxx Xxxxxx | /s/ Xxxxxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxxx | Name: Xxxxxxxxx Xxxxx | |
| Title: Chairman of the Board | Title: Board member |
| 9 |
[Signature pages to the First Amendment Agreement regarding the Xxxx Transaction
Completion Agreement relating to Project Xxxxxxx]
| Xxxxxxx Xxxxx 1 Norway AS | ||
| Date: 10 May 2024 | ||
| by: | ||
| /s/ Xxxxxx Xxxxxx | /s/ Xxxxxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxxx | Name: Xxxxxxxxx Xxxxx | |
| Title: Chairman of the Board | Title: Board member |
| 10 |
