Exhibit 10.49
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of April 4, 2001 is
entered into by and among Panamerican Beverages, Inc. (the "Seller") a
corporation formed and existing in accordance with the laws of the Republic of
Panama, and Embotelladora Panamco Tica, S.A. ("Panamco Tica") a corporation
formed and existing under the laws of the Republic of Costa Rica. In
consideration of the mutual covenants, representations and warranties
contained herein, and intending to be legally bound hereby, the parties agree
as follows:
1. Purchase of the Shares: Seller hereby sells to Panamco Tica and Panamco
Tica hereby purchases 380 (Three Hundred Eighty) common nominative shares
(hereinafter defined as the "Shares") of Centroamericana Investments, S.A. a
corporation formed and existing under the laws of the Republic of Panama (the
"Target Company").
2. The Price: The purchase price of each of the Shares to be paid by Panamco
Tica to the Seller is US$ 7,894.736843 per share. Being the aggregate purchase
price of the Shares the amount of US$ 3,000,000.00 (Three Million United
States Dollars, the "Purchase Price").
The Purchase Price has been totally paid at the Execution of this Agreement by
Panamco Tica in cash in immediately available funds, via a wire transfer made
to the bank account of the Seller at the Sun Trust Bank in Atlanta, Georgia.
The Seller declares that it has received the Purchase Price and that it has
duly endorsed and delivered as of the date hereof to the Buyer the
certificates containing the Shares and the Buyer declares that it has received
the Shares, duly endorsed, and to its entire satisfaction.
3. Transfer of Title: Title to the Shares has been transferred on this same
date to Panamco Tica, pursuant to the Seller's endorsement of the certificates
representing the Shares and by its duly annotation in the Target Company
shareholder's registry book, as well as by the execution of this Agreement.
4. Representations of the Seller: The Seller hereby represents and warrants to
Panamco Tica that:
a. It is a corporation (sociedad anonima) incorporated under the laws of
the Republic of Panama;
b. It is the sole owner of the Shares subject to this Agreement as
evidenced by the corresponding entries in the stock registry book of the
Target Company, and that all requirements for the execution of this
Agreement have been completed;
c. It has all the requisite power and authority to execute and deliver
this Agreement;
d. The Shares are fully paid-in and free of any liens or encumbrances;
there is no debt outstanding with respect to the Shares; there is no
prohibition to sell or any other judicial order over the Shares; and the
Shares are free of any third party rights; and
e. It has not transferred, assigned or endorsed any of the Shares to
third parties or by any other means, which could in any way affect the
transaction described herein.
5. Representations with respect to the Target Company. Seller represents and
warrants to Panamco Tica with respect to the Target Company:
a. The Target Company is a corporation (sociedad anonima) incorporated
under the laws of the Republic of Panama.
b. The Target Company has all requisite power and authority to conduct
its business as it is now being conducted and to own or lease all of its
properties and assets, and is duly licensed or qualified to do business
in each jurisdiction in which the nature of the business conducted by it
or the character or location of the properties and assets owned or leased
by it makes such licensing or qualification necessary.
c. The authorized capital stock of the Target Company consists of (i)
5,010 preferred nominative shares (with a par value of US$. 1.00 per
share) which as of the date hereof represent 50.1% of the total
outstanding capital stock of the Target Company, and (ii) 4,990 common
nominative shares (with a par value of US$ 1.00 per share) which as of
the date hereof represent 49.9% of the total outstanding capital stock of
the Target Company.
d. All issued and outstanding shares of the Target Company are duly
authorized, validly issued and fully paid, and no such shares have been
issued in violation of any preemptive or subscription right.
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6. Representations of Panamco Tica: Panamco Tica represents and warrants to
the Seller that:
a. It is a corporation (sociedad anonima) incorporated under the laws of
the Republic of Costa Rica, and
b. The person acting on behalf of Panamco Tica has all the requisite
power and authority to execute and deliver this Agreement.
7. Delivery of Documents: The Seller represents that, as of the date hereof it
has delivered to Panamco Tica the certificates containing the Shares, as well
as an original executed version of this Agreement.
Panamco Tica represents to the Seller that as of the date hereof, it has
delivered to the Seller an original executed version of this Agreement.
8. Indemnification: Seller shall indemnify and hold Panamco Tica and each of
its shareholders, directors, officers, employees and each of their respective
successors and assigns, harmless from any obligation, expense or damage
incurred by Panamco Tica that arises as a result from the inaccuracy, untruth,
or incompleteness of any representation or warranty given by the Seller and
contained in this Agreement.
Panamco Tica shall indemnify and hold the Seller and each of its successors
and assigns, harmless from any obligation, expense or damage incurred by the
Seller that arises as a result from the inaccuracy, untruth, or incompleteness
of any representation or warranty given by Panamco Tica and contained in this
Agreement.
9. Governing Law and Jurisdiction: This Agreement shall be governed, construed
and interpreted in accordance with the laws of the Republic of Panama, without
regard to the conflict of law principles of the Republic of Panama. The
parties hereto consent to the personal jurisdiction of the courts located in
Panama City in any proceeding for the enforcement or interpretation of this
Agreement.
10. Notices: All communications, notices, claims or demands made in accordance
with or relating to this Agreement shall be made in writing and shall be given
or made (and shall be deemed to have been duly given or made upon receipt) by
delivery in person, or by express courier, or by telecopy, to the respective
parties at the following addresses:
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For the Seller:
Panamerican Beverages, Inc.
Torre Dredsner Bank, Piso 0
Xxxxx 00, Xxxxxx Xxxx
Xxxxxxxx of Panama
Attention: Chief Financial Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Panamco L.L.C.
000 Xxxxxxxxx Xxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attention: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
For Panamco Tica:
Embotelladora Panamco Tica, X.X.
Xxxxx Blancos, 150 mts. al este de la Guardia Xxxxx
Xxxxxxxx Xxxxxx 0000-0000
Xxx Xxxx, Xxxxx Xxxx
Attention: President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
11. Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall be considered one and the same Agreement, and
shall become effective when counterparts have been signed by each party hereto
and delivered to each other party. Copies of executed counterparts transmitted
via facsimile or other electronic transmission service shall be considered
original executed counterparts for all purposes of this Section, provided that
receipt of copies of such counterparts is confirmed.
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IN WITNESS WHEREOF, each of the undersigned, intending to be legally bound has
caused this Agreement to be duly executed and delivered on the first date set
forth above.
PANAMERICAN BEVERAGES, INC.
By:_______________________________
Name:
Title:
EMBOTELLADORA PANAMCO TICA, S.A.
By:________________________________
Name:
Title:
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