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Exhibit 99
SHARE PURCHASE AGREEMENT
PARTY A: LG Electronics Inc.
00, Xxxxx-xxxx, Xxxxxxxxxxx-xx
Xxxxx
Representative Director: Xx Xxxx Xxx
PARTY B: LG Semicon Co., Ltd.
0, Xxxxxxxxx-xxxx, Xxxxxxxx-xx
Xxxxxxx, Xxxxxxxxx
Representative Director: Bon Xxxx Xxx
With regard to both the future reorganization plan about Zenith Electronics
Corporation (hereinafter "Zenith"), a U.S. corporation in which PARTY A and
PARTY B made a joint investment and the transfer of Zenith shares owned by
PARTY B to PARTY A, both PARTY A and PARTY B agree as follows:
Article 1 (Purpose of Agreement)
In order to resolve the current situation at Zenith, PARTY A and PARTY B
agree to the corporate reorganization procedure under the pre-packaged
reorganization procedure as resolved by the board of directors of Zenith
on May 21, 1998 (hereinafter "PPR Procedure"). PARTY A and PARTY B enter
into this Agreement to set forth the rights and obligations of PARTY A
and PARTY B with regard to the transfer of those shares owned by PARTY B
to PARTY A, the cost burden relating to the PPR Procedure, etc.
Article 2 (Assumption of Zenith PPR Costs by PARTY A)
Subject to PARTY A's purchase and acquisition of the subject shares as
set forth in Article 3 hereof from PARTY B in accordance with the terms
and conditions of this Agreement, PARTY A agrees to bear all costs
required for carrying out the PPR Procedure for Zenith (hereinafter "PPR
Costs") and further agrees not to claim against PARTY B any costs
relating to the performance of the PPR Procedure or the PPR Costs burden,
regardless of whether such is incurred prior to or after the date of this
Agreement.
Article 3 (Subject Shares)
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1. Those shares to be purchased by PARTY A from PARTY B on the Closing Date
(as hereafter defined in Article 7 hereof) in accordance with the terms and
conditions of this Agreement shall be the total of 26,095,200 common stocks
of Zenith currently owned or controlled by PARTY B as of the date of
execution of this Agreement (hereinafter "Subject Shares").
2. Immediately upon the execution of this Agreement, PARTY B shall deliver
the share certificate representing the Subject Shares to PARTY A.
Article 4 (Purchase Price)
1. The Purchase Price for the Subject Shares specified under Article 3
hereof shall be the symbolic value of Ten (10) Korean Won based upon the
mutual understanding between PARTY A and PARTY B that, in view of the
outside audit report, dated February 26, 1999, by Samil Accounting Firm on
PARTY B for the fiscal year 1998, there is no actual value.
2. PARTY A shall pay the Purchase Price as set forth in the above Paragraph 1
to PARTY B immediately upon the execution of this Agreement.
Article 5 (Representation and Warranty of PARTY B)
PARTY B represents and warrants that, as of the date of execution of this
Agreement and the date of the completion of the share transfer, the following
shall be true and correct:
1) PARTY B has the legal capacity and the lawful authority to enter
into and perform the obligations under this Agreement and has
completed the internal procedures of PARTY B relating to this
Agreement.
2) As of the date of the completion of the share transfer, PARTY A
shall have the complete, exclusive and lawful ownership on the
Subject Shares, free from lien, pledge, security, mortgage or any
other restriction or encumbrance.
3) The execution and performance of this Agreement shall not
violate the laws of the Republic of Korea and the articles of
incorporation of PARTY B and shall not violate any contracts to which
PARTY B is a party or is subject.
4) There is no lawsuit, governmental action or claim including
damage claims by third parties against PARTY B or Zenith which is
currently pending or threatened to nullify all or part of this
Agreement.
Article 6 (Representation and Warranty of PARTY A)
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PARTY A represents and warrants that, as of the date of execution of this
Agreement and the date of the completion of the share transfer, the following
shall be true and correct:
1) PARTY A has the legal capacity and the lawful authority to enter
into and perform the obligations under this Agreement.
2) The execution and performance of this Agreement shall not violate
the laws of the Republic of Korea and the articles of incorporation of
PARTY A and shall not violate any contracts to which PARTY A is a party
or is subject.
3) There is no lawsuit, governmental action or claim including damage
claims by third parties against PARTY A or Zenith which is currently
pending or threatened to nullify all or part of this Agreement.
Article 7 (Time of Completion of Share Transfer)
1. In connection with this Agreement, the completion time of the share
transfer under this Agreement shall mean the point at which, in accordance
with Article 3 hereof, PARTY B delivers the share certificate representing
the Subject Shares to PARTY A.
2. PARTY B shall perform the following within five (5) business days from the
date of execution of this Agreement.
1) PARTY B shall, in accordance with the provisions under Paragraph 2
of Article 3 of this Agreement, deliver the share certificate
representing the Subject Shares to PARTY A.
2) PARTY B shall take all the necessary actions for the transfer of
the Subject Shares to PARTY A, shall provide assistance for the change
of shareholder's names regarding the Subject Shares, and shall deliver
to PARTY A all the relevant documents necessary for PARTY A's exercise
of the full rights as a shareholder by acquiring the Subject Shares.
Article 8 (Taxes)
1. Any and all taxes incurred with regard to the share transfer under this
Agreement shall be borne by the party legally responsible for the payment
of such taxes. (However, in the event of the periodically imposed taxes,
PARTY A and PARTY B shall share the payment burden, with the date of
completion of the share transfer as the base, in accordance with the ratio
between the period from the starting date for such tax period to the date
of completion of the share transfer and the period from the date of
completion of the share transfer to the ending date for such tax period.)
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2. Except for those set forth under Paragraph 1 above, all the costs incurred
relating to this Agreement and the share transfer shall be borne by the
party incurring the same.
Article 9 (Reporting)
PARTY A and PARTY B shall obtain the permission or complete the reporting
required as a result of the execution of this Agreement in accordance with the
domestic or foreign laws and regulations. This Agreement shall become effective
only in the event that all the necessary permission or reporting is obtained or
completed.
Article 10 (Confidentiality)
Unless otherwise agreed or required by law to be disclosed, PARTY A and PARTY B
shall strictly keep confidential all confidential information provided by the
other party relating to this Agreement and the content of this Agreement,
except for those facts publicly known or obtained directly or indirectly from
the other party before the execution of this Agreement or the information
received from a third party having the lawful authority to disclose.
Article 11 (Remedies for Breach)
PARTY A or PARTY B shall be liable to pay for the damages incurred by the other
party due to the breach of warranty or non-performance hereunder by the
breaching party.
Article 12 (Term and Termination)
1. This Agreement shall be in effect from the date of execution until all the
obligations relating to the share transfer are completely performed.
2. In the event that one party fails to perform or breaches a material
obligation under this Agreement, the other party may give a written notice
of ten (10) days to such breaching party to make a correction and may
terminate this Agreement if the notified party does not make the
correction on the non-performance or the breach within such period.
3. The termination under Paragraph 2 above shall not affect the rights,
obligations and claims for damages already accrued prior to the
termination.
Article 13 (Governing Law and Dispute Resolution)
1. The validity, interpretation, performance and effect of this Agreement
shall be exclusively governed by the substantive laws of the Republic
of Korea.
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2. Any dispute arising under or relating to this Agreement between the parties
shall be, in principle, resolved by the mutual negotiation. In the event
that such dispute may not be resolved by the mutual negotiation, Seoul
District Main Court shall have the jurisdiction over such dispute.
IN WITNESS WHEREOF, the parties have prepared this Agreement in two (2)
original copies and each shall keep one (1) original copy after executing the
same by the respective, authorized representative thereof.
DATED April 27, 1999
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PARTY A: LG Electronics Inc.
00, Xxxxx-xxxx, Xxxxxxxxxxx-xx
Xxxxx
/s/ Xx Xxxx Xxx
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Representative Director: Xx Xxxx Koo
PARTY B: LG Semicon Co., Ltd.
0, Xxxxxxxxx-xxxx, Xxxxxxxx-xx
Xxxxxxx, Xxxxxxxxx
/s/ Bon Xxxx Xxx
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Representative Director: Bon Xxxx Xxx
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