FIRST AMENDMENT AGREEMENT
Exhibit 2.1
10 May 2024
XXXXXXX UK FEEDERCO LIMITED
EBAY INTERNATIONAL HOLDING GMBH
EBAY INTERNATIONAL MANAGEMENT B.V.
BCP XXXXXXX XXXXX S.À X.X.
XXXXXXX NETHERLANDS TOPCO B.V.
Xxxxxxx Xxxxx Norway AS
Xxxxxxx Xxxxx 1 Norway AS
FIRST AMENDMENT AGREEMENT
regarding the
relating to Project Xxxxxxx
Contents
| Clause | Page | |
| 1. | Definitions | 3 |
| 2. | Certain Amendments | 3 |
| 3. | Further Agreements | 3 |
| 4. | Miscellaneous | 3 |
| Schedule 6 Sample cap table calculation | 4 | |
THIS AGREEMENT (the Amendment Agreement) is dated 10 May 2024
PARTIES:
| (1) | XXXXXXX UK FEEDERCO LIMITED incorporated under the laws of England and Wales (registered number 15245581), whose registered office is at 10th xxxxx, 00 Xx Xxxx Xxx, Xxxxxx, XX0X 0XX, Xxxxxx Xxxxxxx (Equity Investor); |
| (2) | EBAY INC. incorporated under the laws of Delaware (I.R.S. Employer Identification No. 00-0000000), whose principal executive office is at 0000 Xxxxxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, Xxxxxx Xxxxxx (Xxxx); |
| (3) | EBAY INTERNATIONAL HOLDING GMBH, an indirect wholly-owned subsidiary of Xxxx, incorporated under the laws of Switzerland (registered number CHE-262.723.657), whose registered office is at Xxxxxxxxxxxxxxx 00-00, 0000 Xxxx, Xxxxxxxxxxx (Xxxx GmbH); |
| (4) | EBAY INTERNATIONAL MANAGEMENT B.V., an indirect wholly-owned subsidiary of Xxxx, incorporated under the laws of the Netherlands (registered number 71993312), whose registered office is at Xxxxxxxxxxxxxxx 00, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx (Xxxx BV); |
| (5) | BCP XXXXXXX XXXXX S.À X.X. incorporated under the laws of the Grand Duchy of Luxembourg (registered number B281366), whose registered office is at 0-0, xxx Xxxxxx Xxxxxxx, X-0000 Xxxxxxxxxx, Xxxxx Xxxxx xx Xxxxxxxxxx (Bjoern); |
| (6) | XXXXXXX NETHERLANDS TOPCO B.V. incorporated under the laws of the Netherlands (registered number 91818427), whose registered office is at Xxxxxxxxxxxxxxx 000, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx (the Company); |
| (7) | Xxxxxxx Xxxxx Norway AS incorporated under the laws of Norway (registered number 932 213 346), whose office is at c/o Wikborg Rein Advokatfirma AS, Xxxxxxxx Xxxxx xxxx 00, 0000 Xxxx, Xxxxxx (pending registration in the Norwegian Registry of Business Enterprises) (BidCo); and |
| (8) | Xxxxxxx Xxxxx 1 Norway AS incorporated under the laws of Norway (registered number 932 213 311), whose office is at c/o Wikborg Rein Advokatfirma AS, Xxxxxxxx Xxxxx xxxx 00, 0000 Xxxx, Xxxxxx (pending registration in the Norwegian Registry of Business Enterprises) (BidCo 1) |
(the Equity Investor, Xxxx, Xxxx GmbH, Xxxx BV, Xxxxxx, the Company, BidCo as well as BidCo 1 each also, a Party and collectively, the Parties).
| 2 |
WHEREAS:
| (A) | On 21 November 2023, the Parties, among other agreements, entered into a certain Bid Conduct Agreement, among other things, setting out their respective rights and obligations in relation to the voluntary public takeover offer for all issued and outstanding class A shares (voting shares) in Adevinta ASA and the Offer Process (as amended from time to time, the Xxxx BCA and where reference is made in this Amendment Agreement to the term “original” Xxxx BCA, such reference shall designate the original version of the Xxxx BCA as executed on 21 November 2023). |
| (B) | The Parties wish to amend the original Xxxx BCA by this Amendment Agreement and agree as set out in the following. |
IT IS AGREED:
| 1. | Definitions |
Capitalised terms used or referenced in this Amendment Agreement shall have the meaning ascribed to them in this Amendment Agreement or, in the absence of a separate definition as contained herein, shall have the meaning as ascribed to them in the original Xxxx BCA.
| 2. | Certain Amendments |
The Parties agree that the original Xxxx BCA shall be changed and amended as follows, subject to further changes from time to time to the extent agreed in writing between the Parties:
Schedule 6 (Sample cap table calculation) of the Xxxx BCA shall be replaced by Schedule 6 (Sample cap table calculation) as attached to this Amendment Agreement.
| 3. | Further Agreements |
The Parties hereby agree that any reference made to any of the Transaction Documents in the original Xxxx BCA shall refer to such Transaction Document as amended from time to time.
| 4. | Miscellaneous |
| 4.1 | Except as expressly set forth in this Amendment Agreement, all other provisions of the Xxxx BCA, as contained in the original Xxxx BCA, shall remain unaffected. |
| 4.2 | Clauses 15 through 30 of the original Xxxx BCA shall apply mutatis mutandis to this Amendment Agreement. |
[Schedules and signature pages follow]
| 3 |
Schedule 6
Sample cap table calculation
Equity Investor
| Shareholder | Percentage | |||
| Xxxxx I | 20.9 | % | ||
| Xxxxx XX | 28.4 | % | ||
| Bjoern | 36.2 | % | ||
| Gunnar | 9.4 | % | ||
| Torben | 5.1 | % | ||
| Total | 100 | % | ||
Company (illustrative and subject to equity funding amount)
| Shareholder | Percentage | |||
| Equity Investor | 68 | % | ||
| Xxxx | 18 | % | ||
| Xxxx | 14 | % | ||
| Total | 100 | % | ||
[Signature pages to be added]
| 4 |
[Signature
pages to the First Amendment Agreement regarding the Xxxx Xxx Conduct
Agreement relating to Project Xxxxxxx]
| Xxxxxxx UK Feederco Limited | ||
| Date: 10 May 2024 | ||
| by: | ||
| /s/ Xxxxxx Xxxxxx | /s/ Xxxxxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxxx | Name: Xxxxxxxxx Xxxxx | |
| Title: Director | Title: Director |
| 5 |
[Signature
pages to the First Amendment Agreement regarding the Xxxx Xxx Conduct
Agreement relating to Project Xxxxxxx]
| eBay Inc. | ||
| Date: 10 May 2024 | ||
| by: | ||
| /s/ Xxxxx Xxxxxx | ||
| Name: Xxxxx Xxxxxx | ||
| Title: SVP, Chief Financial Officer | ||
| eBay International Holding GmbH | ||
| Date: 10 May 2024 | ||
| by: | ||
| /s/ Xxxxxxx Xxxxxx | ||
| Name: Xxxxxxx Xxxxxx | ||
| Title: President and Managing Officer | ||
| eBay International Management B.V. | ||
| Date: 10 May 2024 | ||
| by: | ||
| /s/ Xxxxxxx Xxxxxx | /s/ Xxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxx | Name: Xxxx Xxxxxxxx | |
| Title: Director A | Title: Director B |
| 6 |
[Signature
pages to the First Amendment Agreement regarding the Xxxx Xxx Conduct
Agreement relating to Project Xxxxxxx]
| BCP Xxxxxxx Xxxxx S.à x.x. | |
| Date: 10 May 2024 | |
| by: | |
| /s/ Xxxx Xxxxxxxxxx | |
| Name: Xxxx Xxxxxxxxxx | |
| Title: Manager |
| 7 |
| Xxxxxxx Netherlands Topco B.V. | |
| Date: 10 May 2024 | |
| by: | |
| /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | |
| Title: Authorized representative |
| 8 |
[Signature
pages to the First Amendment Agreement regarding the Xxxx Xxx Conduct
Agreement relating to Project Xxxxxxx]
| Xxxxxxx Xxxxx Norway AS | ||
| Date: 10 May 2024 | ||
| by: | ||
| /s/ Xxxxxx Xxxxxx | /s/ Xxxxxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxxx | Name: Xxxxxxxxx Xxxxx | |
| Title: Chairman of the Board | Title: Board member |
| 9 |
[Signature
pages to the First Amendment Agreement regarding the Xxxx Xxx Conduct
Agreement relating to Project Xxxxxxx]
| Xxxxxxx Xxxxx 1 Norway AS | ||
| Date: 10 May 2024 | ||
| by: | ||
| /s/ Xxxxxx Xxxxxx | /s/ Xxxxxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxxx | Name: Xxxxxxxxx Xxxxx | |
| Title: Chairman of the Board | Title: Board member |
| 10 |
