Contract
Exhibit 2.37
MERGER AGREEMENT (“AGREEMENT”) ENTERED INTO BY AND BETWEEN SATELITES MEXICANOS, S.A. DE
C.V. (“SATMEX”) HEREBY REPRESENTED BY XX. XXXXX XXXXXX Y BERNABEU, AND, SATMEX ESCROW, S.A.
DE C.V. (“SATMEX ESCROW”), HEREBY REPRESENTED BY MESSRS. XXXX XXXXXXXX XXXXX XXXXXXX Y
XXXXX XXXXXX Y BERNABEU PURSUANT TO THE FOLLOWING REPRESENTATIONS AND CLAUSES:
REPRESENTATIONS
I. Satmex, through its special representative, hereby represents that:
(a) It is a corporation duly existing under the laws of the United Mexican States
(“Mexico”), authorized by its corporate purpose to execute this Agreement; and the
execution thereof is included within its corporate purpose.
(b) Its representative Xx. Xxxxx Xxxxxx y Bernabeu, has sufficient powers and authority to enter
into this Agreement.
(c) On May 26, 2011, unanimous resolutions of the shareholders of Satmex, adopted in lieu of a
Shareholders Meeting were executed, whereby it was resolved among other matters, (i) the agreements
related to the merger of Satmex, as surviving entity, with Satmex Escrow, as merged entity, and
(ii) the execution and authorization of this Agreement, and therefore, it is its intention to enter
into this Agreement under the terms and conditions set forth herein.
II. Satmex Escrow, through its special representative, hereby represents that:
(a) It is a corporation duly existing under the laws of the Mexico, authorized by its corporate
purpose to execute this Agreement; and the execution thereof is included within its corporate
purpose.
(b) Its representatives Messrs. Xxxx Xxxxxxxx Xxxxx Xxxxxxx and Xxxxx Xxxxxx y Bernabeu, have
sufficient powers and authority to enter into this Agreement.
(c) On May 26, 2011, unanimous resolutions of the shareholders of Satmex Escrow, adopted in lieu of
a Shareholders Meeting were executed, whereby it was resolved among other matters, (i) the
agreements related to the merger of Satmex Escrow, as merged entity, with Satmex, as surviving
entity, and (ii) the execution and authorization of this Agreement, and therefore, it is its
intention to enter into this Agreement under the terms and conditions set forth herein.
III. Both parties declare, that:
They wish to enter into this Agreement, pursuant to the following:
CLAUSES
FIRST. Satmex and Satmex Escrow, by virtue of this Agreement and in accordance with the unanimous
resolutions adopted in lieu of a Shareholders Meeting executed on May 26, 2011 by their
corresponding shareholders, agree to merge, subsisting Satmex, as the surviving entity, and
extinguishing Satmex Escrow, as the merged entity.
SECOND. The merger of Satmex and Satmex Escrow will become effective (i) among the surviving entity
and merged entity, and their shareholders as of May 26, 2011, and (ii) with respect to third
parties, on that same date provided that the public deeds containing the formalization of the
merger agreements have been registered before the Public Registry of Commerce of the corporate
domicile of the surviving and merged entities, in virtue that the consent to the merger by all of
the creditors of both companies has been granted, based on article 225 of the General Law of
Business Organizations.
The merger will be performed based on the balance sheet of each of the entities as of April 30,
2011, which have been approved by the shareholders of such entities through the execution of
unanimous resolutions adopted in lieu of a Shareholders Meeting on May 26, 2011, and will occur in
accordance with the financial statements of Satmex and Satmex Escrow dated on such date. The
foregoing, provided that the amounts in such balance sheet, as appropriate, will be adjusted and
updated accordingly to the amounts effectively reflected thereof on the date the merger becomes
effective, this is, with amounts as of May 26, 2011;
THIRD. Satmex and Satmex Escrow agree that the debts owned reciprocally regarding immediately
payable obligations will be extinguished by compensation before the merger, by ministry of law, as
specified in articles 2185 and 2186 of the Federal Civil Code (Código Civil Federal). In case any
remaining debt exists, it will be extinguished by confusion in the moment that the merger is
effective, this is, as of May 26, 2011.
FOURTH. As a result of the merger, all and each of the rights, goods, agreements, assets,
liabilities, shares, privileges, and guarantees, and everything that legally and factually is
considered to be part of the patrimony of Satmex Escrow, without limitation, will be acquire as
universal title (título universal) by Satmex on May 26, 2011.
Therefore, Satmex will take over each and all of the assets and liabilities of Satmex Escrow and
will subrogate in all of its rights and obligations, including pending bills, that correspond to
Satmex Escrow, and same will continue to exist together with those guarantees granted and implied
obligations under any agreements, authorizations, licenses, permits and, in general, acts or
operations performed by Satmex Escrow, and Satmex will take over and agree in all terms all
assets, liabilities and responsibilities of Satmex Escrow, as of May 26, 2011.
FIFTH. The capital stock of Satmex will not suffer any amendment, in virtue of (i) the capital
stock of Satmex Escrow is the amount of $50,000.00 MexCy (fifty thousand pesos 00/100 Mexican
Currency), (ii) Satmex has contributed $49,999.00 Mexcy (forty nine thousand nine hundred nine
pesos 00/100 Mexican Currency) to the capital stock of Satmex Escrow; and (iii) the share owned by
SMVS-Administración will be cancelled and reimbursed.
2
Therefore, as a result of the merger and by virtue of it, on May 262011, all of the shares issued
by Satmex Escrow, S.A. de C.V., will be extinguished, and all of the share certificates
representing the capital stock of such entity shall be cancelled.
SIXTH. In compliance with the provisions set forth in article 223 of the General Law of Business
Organizations, the merger agreements approved by the shareholders of Satmex and Satmex Escrow,
respectively, by unanimous resolutions in lieu of a shareholders meeting taken on May 26, 2011,
shall be published at the Federal Official Gazette (Diario Oficial de la Federación) and, once
formalized, shall be registered before the Public Registry of Commerce of the corporate domicile of
such entities.
SEVENTH. In all matters not provided in this Agreement the provisions of the General Law of
Business Organizations and, supplementary, the Commerce Code (Código de Comercio) and the Federal
Civil Code (Código Civil Federal) shall apply.
EIGHTH. It is the intention of the parties that the laws of Mexico shall govern the validity of
this Agreement, the construction of its terms, and the interpretation of the rights and duties of
the parties hereof.
Have been read the abovementioned, the parties hereby ratify and sign at the Federal District,
Mexico, on May 26 2011.
| Satélites Mexicanos, S.A. de C.V. | Satmex Escrow, S.A. de C.V. | |||||||||
By:
|
/s/ Xxxxx Xxxxxx y Bernabeu
|
By: | /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxxx
|
|||||||
| Position: Legal representative | Position: Legal representative | |||||||||
| By: | Xxxxx Xxxxxx y Bernabeu
|
|||||||||
| Position: Legal representative | ||||||||||
3
