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EXHIBIT 2.2
STOCK PURCHASE AGREEMENT
DATED AS OF MARCH 6, 2000
(THE "STOCK PURCHASE AGREEMENT")
BY AND BETWEEN
ZEMEX U.S. CORPORATION
("SELLER")
NORTH AMERICAN HOGANAS HOLDINGS, INC.
("BUYER")
XXXXX CORPORATION
("XXXXX")
AND
XXXXX METAL POWDERS, INC.
("METAL POWDERS")
DATED AS OF APRIL 7, 2000
I. CALCULATION OF CLOSING PURCHASE PRICE TO BE PAID BY THE BUYER AT THE
CLOSING:
A. Base Purchase Price US$ 40,576,000
B. Adjustment pursuant to Section 2(c)(ii)(A):
1. Net Assets of the Companies @ 12/31/33 per
Audited Balance Sheet 22,689,063
LESS
2. Net Asset Reference Amount (21,725,950)
===========
3. Subtotal 963,113 963,113
=======
4. CLOSING PURCHASE PRICE (see Item V.A below) US$ 41,539,113
II. BUYER'S PAYMENTS IN RESPECT OF CLOSING PURCHASE PRICE AT CLOSING
A. Buyer's Payment to the Seller
1. Portion of Closing Purchase Price to be
paid by the Buyer to the Seller at Closing
per Section 2(b) of the Stock Purchase
Agreement (90% of I.B.4 above) 37,385,202
LESS
2. Amount of Greenback Escrow Deposit per Item V.B (200,000)
below ==========
3. 37,185,202
4. Net amount of Closing Purchase Price to be paid
by the Buyer to the Seller at Closing US$ 37,185,202
B. Buyer's Payment to Escrow Agent
Portion of Closing Purchase Price to be deposited by the
Buyer with the Escrow Agent at Closing per Section 2(b)
of the
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Stock Purchase Agreement (10% of I.B.4. above) US$ 4,153,911
C. Buyer's Payment to Counsel to ACuPowder as escrow agent with
respect to the Greenback Escrow Deposit per Item V.B below US$ 200,000
III. CALCULATION OF CLOSING DATE INTEREST PAYMENT BY THE BUYER AT CLOSING
A B C D E F
LIBO Rate LIBO Rate Daily LIBO No. of Closing Interest
Period Rate Interest Purchase Adjustment
(B/360) Accrual Days Price Amount for
In Period ($) Period ($)
Feb. 1 -
Mar. 1 5.90813% 0.016411% 30 41,539,113.00 204,515.40
Mar. 2 -
Mar. 31 5.93500% 0.016486 30 41,539,113.00 205,445.53
Apr. 1 -
Apr. 10 6.13188% 0.017033 10 41,539,113.00 70,741.11
==========
(see Item V.C
below) 480,702.04
CLOSING DATE INTEREST PAYMENT TO BE PAID BY THE BUYER TO THE SELLER AT THE
CLOSING PURSUANT TO SECTION 2(d)(ii) OF THE STOCK PURCHASE AGREEMENT: US$ 480,702.04
IV. PAYMENT OF PRE-CLOSING SELLER COSTS BY XXXXX AT CLOSING (SEE ITEM V.A
BELOW)
A. Pre-Closing Seller Costs payable by Xxxxx, per
Pre-Closing Seller Cost Statement US$ 224,485.76
B. Pre-Closing Seller Costs payable by Metal Powders, per
Pre-Closing Seller Cost Statement 27,319.04
LESS
C. Net liabilities of the Companies as of 12/31/99 not
reflected on Audited Balance Sheet, as described in Annex
I hereto (see Item V.D below) (11,227.07)
==========
D. TOTAL PRE-CLOSING SELLER COSTS PAYABLE BY XXXXX AT CLOSING US$ 240,577.73
V. AMENDED TERMS AND SPECIAL STIPULATIONS
A. The Contract Parties have agreed that, in lieu of the Purchase Price
Adjustment provided for in Section 2(c)(ii)(B) of the Stock Purchase
Agreement, the Pre-Closing Seller Costs incurred by the Seller on behalf of
each of Xxxxx and Metal Powders, as set forth on the Pre-Closing Seller
Cost Statement, shall be paid to Zemex directly by
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Xxxxx on behalf of Xxxxx and Xxxxx Metal Powders at the Closing. The
Contract Parties hereby further agree that, for purposes of the second
sentence of Section 5(h) of the Stock Purchase Agreement, the Pre-Closing
Seller Costs set forth on the Pre-Closing Seller Cost Statement (1) shall
be deemed to have been invoiced to the Companies by the delivery of the
Pre-Closing Seller Cost Statement to the Companies, which delivery is
hereby acknowledged by each of the Companies, and (2) shall be settled as a
result of the payment thereof as provided by Item IV of this Closing
Statement and Amendment, rather than as a result of and as part of the
Purchase Price Adjustment pursuant to Section 2(c)(ii) of the Stock
Purchase Agreement.
B. The Contract Parties agree that the Buyer shall, on behalf of the Seller,
pay US$ 200,000 from the Closing Purchase Price at the Closing (the
"Greenback Escrow Deposit") to Pitney, Xxxxxx, Xxx & Xxxxx LLP as escrow
agent under the letter agreement dated April 10, 2000 between the Seller,
ACuPowder, Metal Powders, the Buyer and Pitney, Xxxxxx, Xxx & Xxxxx LLP as
escrow agent (the "Greenback Escrow Agreement"). The Contract Parties agree
that the Greenback Escrow Deposit, together with earnings and other
investment proceeds thereon, shall be deposited, held, invested and
disbursed in accordance with the Greenback Escrow Agreement.
C. The Closing Date is hereby stipulated by the Contract Parties to be April
7, 2000. Due to a delay in funds transfers relating to the Closing Purchase
Price, the Contract Parties hereby agree that the Closing Date Interest
Payment shall be computed for the period from and including February 1,
2000 through and including April 10, 2000.
D. The Contract Parties have agreed that the net liabilities of the Companies
as of 12/31/99 in the aggregate amount of US$ 11,227.07 described in Annex
I hereto, which are not reflected in the Audited Balance Sheet, shall be
deducted from the Pre-Closing Seller Costs to be paid by Xxxxx on behalf of
Xxxxx and Metal Powders on the Closing Date, rather than be made the
subject of a post-Closing Purchase Price Adjustment pursuant to Section
2(g) of the Stock Purchase Agreement. The Contract Parties hereby agree
that: (i) the reduction in the Pre-Closing Seller Costs made pursuant to
Item IV.C of this Closing Statement and Amendment shall be deemed to be a
Purchase Price Adjustment pursuant to Section 2 of the Stock Purchase
Agreement for all purposes of the Stock Purchase Agreement; (ii) none of
the liabilities or assets included in the aforesaid sum of US$ 11,227.07
shall be the subject of any other Purchase Price Adjustment, including any
post-Closing Purchase Price Adjustment pursuant to Section 2(g); and (iii)
for purposes of Section 2 of the Stock Purchase Agreement, the Audited
Balance Sheet shall be deemed amended to incorporate and reflect therein
the amount of the liabilities and assets described in Annex I hereto.
E. Section 2(d)(i) of the Stock Purchase Agreement is hereby amended so that
the last clause thereof, following the words ("Closing Date")," shall read
as follows: "and be deemed by the Buyer and the Seller for accounting
purposes to be effective as of the close of business on the Business Day
immediately preceding the Closing Date."
F. The Stock Purchase Agreement shall be deemed to be amended as and to the
extent necessary to incorporate the terms set forth in the preceding
paragraphs of this Item V and to conform any terms of the Stock Purchase
Agreement that are inconsistent with
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the terms of this Item V. The terms of the Stock Purchase Agreement, as so
amended, are hereby ratified, confirmed and continued by the Contract
Parties.
G. Capitalized terms used but not defined herein shall have the meanings set
forth in the Stock Purchase Agreement unless otherwise provided herein.
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IN WITNESS WHEREOF, the Buyer, the Seller, Xxxxx and Metal Powders have
executed and delivered this Closing Statement and Amendment as of the date first
referenced above.
THE BUYER:
NORTH AMERICAN HOGANAS HOLDINGS, INC.
By: /s/ Xxx Xxxxxxxxx
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Name: Xxx Xxxxxxxxx
Title: President
THE SELLER:
ZEMEX U.S. CORPORATION
By: /s/ Xxxxx Xxxxxxxx
------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
XXXXX:
XXXXX CORPORATION
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Vice President
METAL POWDERS:
XXXXX METAL POWDERS, INC.
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Vice President
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