EXHIBIT 10.25
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STOCK PURCHASE AGREEMENT
among
DISTRIBUIDORA COMERCIAL JAFRA, S.A. DE C.V.
and
CDRJ LATIN AMERICA HOLDING COMPANY B.V.,
LATIN COSMETICS HOLDINGS B.V.,
REGIONAL COSMETICS HOLDING B.V.,
SOUTHERN COSMETICS HOLDINGS B.V., and
CDRJ MEXICO HOLDING COMPANY B.V.
and
JAFRA COSMETICS INTERNATIONAL S.A. de C.V.
Dated as of May 20, 2003
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STOCK PURCHASE AGREEMENT, dated as of May 20, 2003 (the "Agreement")
entered into by and among CDRJ Latin America Holding Company B.V., Latin
Cosmetics Holdings B.V., Regional Cosmetics Holding B.V., Southern Cosmetics
Holdings B.V. and CDRJ Mexico Holding Company B.V., each a Netherlands besloten
vennootschap met beperkte aansprakelijkheid (each a "Mexican Parent" or "Seller"
and, collectively, the "Sellers"), Distribuidora Comercial Jafra, S.A. de C.V.,
a Mexican sociedad anonima de capital variable (the "Purchaser") and Jafra
Cosmetics International, S.A. de C.V., a Mexican sociedad anonima de capital
variable (the "Issuer").
WHEREAS, each Seller owns the Series C preferred dividend shares of the
capital stock of the Issuer set forth opposite such Seller's name on Appendix I
hereto under the heading "Preferred Stock" (the "Shares"); and
WHEREAS, the Sellers wish to sell the Shares to the Purchaser, and the
Purchaser wishes to purchase the Shares from the Sellers, on the terms and
conditions and for the consideration described in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties made herein and of the mutual benefits to be
derived herefrom, the parties hereto agree as follows:
1 Representations and Warranties.
1.1 Representations and Warranties of the Sellers.
Each of the Sellers as to itself, severally and no jointly, with any
other Seller, hereby represents and warrants to the Purchaser as follows:
(a) Such Seller is a corporation duly organized and
validly existing under the laws of the Netherlands;
(b) Such Seller owns the Shares set forth opposite such
Seller's name under the caption "Number of Shares" on Appendix I hereto and that
upon the delivery of and payment for the Shares at the Closing as provided for
in this Agreement, the Purchaser will acquire good and valid title to the Shares
free and clear of any and all liens, encumbrances, ownership limitations or
security interests of any kind ("Liens");
(c) Such Seller has the necessary power and authority to
execute and deliver this Agreement and to sell, assign, transfer and deliver to
the Purchaser, pursuant to the terms and conditions of this Agreement, the
Shares;
(d) The execution and delivery of this Agreement, the
performance of such Seller's obligations hereunder, and the consummation of the
transactions
contemplated hereby, have been duly authorized by all requisite corporate action
of such Seller;
(e) The person executing this Agreement on such Seller's
behalf, has sufficient authority to do so, authority which has not been revoked
or otherwise modified; and
(f) No governmental or other approval, consent,
authorization, registration or filing is required in connection with the
entering into this Agreement, the sale of the Shares as herein contemplated or
the holding of the Shares by the Purchaser.
1.2 Representations and Warranties of the Purchaser.
The Purchaser hereby represents and warrants to each of the Sellers
and the Issuer as follows:
(a) The Purchaser is a corporation duly organized and
validly existing under the laws of the United Mexican States ("Mexico") and has
the necessary power and authority to execute and deliver this Agreement;
(b) The execution and delivery of this Agreement, the
performance of the Purchaser's obligations hereunder, and the consummation of
the transactions contemplated hereby, have been duly authorized by all requisite
corporate action of the Purchaser; and
(c) The person executing this Agreement on the
Purchaser's behalf, has sufficient authority to do so, authority which has not
been revoked or otherwise modified.
1.3 Representations and Warranties of the Issuer.
The Issuer hereby represents and warrants to the Purchaser as
follows:
(a) The Issuer is a corporation duly organized and
validly existing under the laws of Mexico;
(b) In accordance with the Issuer's stock registry book,
the Sellers are the owners of the Shares;
(c) The Shares are validly issued, fully-paid and
non-assessable and free and clear of any and all Liens and there are no
outstanding options, warrants or rights to purchase or acquire (including rights
of first refusal and preemptive rights), or agreements relating to, the Shares;
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(d) The Issuer has the necessary power and authority to
execute and deliver this Agreement;
(e) The execution and delivery of this Agreement, the
performance of the Issuer's obligations hereunder, and the consummation of the
transactions contemplated hereby, have been duly authorized by all requisite
corporate action of the Issuer;
(f) The person executing this Agreement on the Issuer's
behalf, has sufficient authority to do so, authority which has not been revoked
or otherwise modified;
(g) No governmental or other approval, authorization or
filing is required in connection with the entering into this Agreement, the sale
of the Shares as herein contemplated or the holding of the Shares by the
Purchaser;
(h) All material approvals and filings, of any nature,
necessary for the Issuer to engage in the business in which it engages have been
obtained and are in full force and effect;
(i) The Issuer has no material liabilities (including
contingent liabilities) that may, as of the date hereof, affect the Issuer, its
business or its financial condition;
(j) The Issuer (1) has filed or, within the time and in
the manner prescribed by law, will file all tax returns, reports or other
documents required to be filed with any governmental authority in connection
with the determination, assessment or collection of any tax, including, without
limiting the generality of the foregoing, all net income, gross income, payroll,
withholding, unemployment insurance, social security, sales, use, value added,
real and personal property, stamp, transfer, ad valorem and other taxes or
charges of any kind whatsoever, and (2) has timely paid all taxes that are shown
to be due and payable on such tax returns or has established reserves that are
adequate therefor; and
(k) No material deficiencies, assessments or audit
adjustments have been proposed, assessed or asserted in writing against the
Issuer with regard to any taxes.
2 Sale and Purchase of the Shares.
2.1 Purchase and Sale of Shares.
(a) Subject to the terms and conditions herein contained,
each of the Sellers hereby agrees to sell the Shares to the Purchaser and the
Purchaser hereby agrees to purchase the Shares from the Sellers for an aggregate
purchase price of $116,270,000 (the "Aggregate Purchase Price"), payable in cash
at the Closing (as defined below) in the manner set forth in Section 2.2.
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2.2 Closing. The closing of the sale and purchase of the Shares (the
"Closing") shall take place at the offices of Debevoise & Xxxxxxxx, 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 a.m. on May 20, 2003 unless
the parties otherwise agree (the "Closing Date"). At the Closing:
(a) Each Seller shall endorsee and deliver to the
Purchaser original certificates evidencing the Shares set forth opposite the
applicable Seller's name on Appendix I under the caption the "Preferred Stock";
(b) The Purchaser shall pay the to each of the Sellers
the applicable portion of the Aggregate Purchase Price set forth opposite such
Seller's name on Appendix I under the caption "Applicable Purchase Price" (with
respect to any Seller, the "Applicable Purchase Price"), in full payment in
consideration for acquiring title to the Shares, by transferring the Applicable
Purchase Price to the account specified by each of the Sellers in writing;
(c) Each of the Sellers shall provide the Purchaser with
a receipt, evidencing payment of the Applicable Purchase Price; and
(d) The Issuer shall make a notation on the stock
registry of the Issuer that all of the Shares have been endorsed in ownership
and delivered by each of the Sellers to the Purchaser and the Issuer shall
provide evidence of such notation to the Purchaser.
3 Conditions to Closing. The obligation of the Purchaser to purchase the
Shares under this Agreement, is subject to the satisfaction of the
following conditions, which must occur prior to the Closing Date:
(A) all of the representations and warranties of the Sellers and
the Issuer contained herein being true and correct in all
material respects as of the date hereof and as of the
Closing Date (as if made on and as of such time); and
(B) the Issuer shall have delivered to the Purchaser copies,
certified by the secretary of the Issuer, of the Issuer's
estatutos sociales, as amended to the Closing Date;
4 Taxes; Indemnification.
4.1 Taxes. The Sellers shall pay any and all taxes related to the sale of
the Shares contemplated herein as contemplated by applicable law, and
each of the Sellers hereby agrees to indemnify and hold the Purchaser
harmless from any and all taxes, of any nature (including any
liabilities, costs and expenses related thereto), assessed
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on, claimed from or to be paid by, the Purchaser in connection with the
transactions herein contemplated which are not legally required to be
paid by the Purchaser.
4.2 Indemnification. The Sellers hereby agree to indemnify and hold the
Purchaser and any of its officers, directors, employees and agents
harmless from and against any losses, expenses, damages or any other
amount that may result from any third party claim related to the Shares
or from the inaccuracy or falseness of any representation and warranty
of the Sellers made or deemed to be made herein.
5 Termination.
5.1 Termination.
(a) This Agreement shall terminate on the first
anniversary hereof in the event that the conditions to closing specified in
Section 3 hereof have not been satisfied at such time or have not been waived by
the Purchaser.
(b) This Agreement may also be terminated pursuant to the
unanimous written consent of the parties hereto.
5.2 Effect of Termination. In the event of the termination of this
Agreement pursuant to the provisions of Section 5.1, this Agreement
shall become void and have no further effect, without any liability to
any party hereto in respect of the transactions contemplated hereby on
the part of any party hereto, or any of its directors, officers,
representatives, stockholders or affiliates, except for any liability
resulting from such party's breach of this Agreement.
6 Miscellaneous.
6.1 Notices. All notices and, in general, all communications pursuant to
this Agreement, shall be made in writing and shall be considered duly
made and effective, the Business Day (as defined herein) following the
date on which such communications shall have been received by the
corresponding party. "Business Day" means a day other than Saturday,
Sunday or other day on which commercial banks in Mexico are authorized
to close. Notices made as provided in this Clause may be personally
delivered or transmitted by fax, telegram, courier or certified mail,
return receipt requested, addressed to the corresponding party, to the
following domiciles or to any future domicile notified in writing by
the relevant party to the others at least ten (10) Business Days in
advance:
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The Sellers:
c/o Jafra Worldwide Holdings (Lux) S.ar.l.
000, Xxxxx xx Xxxxxx
X-0000
Xxxxxxxxxx
The Purchaser:
Blvd. Xxxxxx Xxxxx Xxxxxx, 515
Col. Tlacopac
Mexico, D.F. 01040
6.2 Amendments. Any provision of this Agreement may be amended with the
prior written consent of each of the parties hereto.
6.3 Governing Law; Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of Mexico. In connection with any
action or proceeding arising out of this Agreement, each of the parties
hereto submits to the jurisdiction of the courts sitting in Mexico,
Federal District, United Mexican States, hereby waiving any other forum
to which they might be entitled on account of place of residence,
domicile or otherwise.
6.4 Counterparts. This Agreement and any amendments hereto may be executed
in several counterparts, each of which shall be considered to be an
original, but all of which together shall constitute the same
instrument.
6.5 Effect of Headings. The section headings herein are for convenience
only and shall not affect the meaning or interpretation of this
Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.
The SELLERS
CDRJ LATIN AMERICA HOLDING
COMPANY B.V.
By: JAFRA WORLDWIDE (LUX)
HOLDINGS S.aR.L.,
its sole manager
By: /s/ Xxxxx X. Xxxxx, III
--------------------------
Name: Xxxxx X. Xxxxx, III
Title: Fonde de pouvoir
LATIN COSMETICS HOLDINGS B.V.
By: JAFRA WORLDWIDE (LUX)
HOLDINGS S.aR.L.,
its sole manager
By: /s/ Xxxxx X. Xxxxx, III
--------------------------
Name: Xxxxx X. Xxxxx, III
Title: Fonde de pouvoir
REGIONAL COSMETICS HOLDING B.V.
By: JAFRA WORLDWIDE (LUX)
HOLDINGS S.aR.L.,
its sole manager
By: /s/ Xxxxx X. Xxxxx, III
--------------------------
Name: Xxxxx X. Xxxxx, III
Title: Fonde de pouvoir
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SOUTHERN COSMETICS HOLDINGS
B.V.
By: JAFRA WORLDWIDE (LUX)
HOLDINGS S.aR.L.,
its sole manager
By: /s/ Xxxxx X. Xxxxx, III
--------------------------
Name: Xxxxx X. Xxxxx, III
Title: Fonde de pouvoir
CDRJ MEXICO HOLDING COMPANY
B.V.
By: JAFRA WORLDWIDE (LUX)
HOLDINGS S.aR.L.,
its sole manager
By: /s/ Xxxxx X. Xxxxx, III
--------------------------
Name: Xxxxx X. Xxxxx, III
Title: Fonde de pouvoir
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The PURCHASER
DISTRIBUIDORA COMERCIAL JAFRA,
S.A. de C.V.
By: /s/ Xxxxxxx Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxx Xxxxxxx
Title: Attorney-in-fact
The ISSUER
JAFRA COSMETICS INTERNATIONAL,
S.A. de C.V.
By: /s/ Xxxx Xxxxxx Xxxxxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxx Xxxxxx Xxxxxxxxx Valencia
Title: Attorney-in-fact
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Appendix I
SELLER PREFERRED STOCK APPLICABLE PURCHASE PRICE
------ --------------- -------------------------
CDRJ Latin America Holding 2,618 $ 26,180,000
Company B.V.
Latin Cosmetics Holdings B.V. 2,387 $ 23,870,000
Regional Cosmetics Holding B.V. 2,310 $ 23,100,000
Southern Cosmetics Holdings B.V. 2,233 $ 22,330,000
CDRJ Mexico Holding Company B.V. 2,079 $ 20,790,000
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Total 11,627 $116,270,000
