THERMO TERRATECH INC.
00 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
May 12, 1997
The Randers Group Incorporated
000 X. Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, President
Dear Xxx:
This letter sets forth our proposal with respect to the sale
to The Randers Group Incorporated ("Randers") of the wholly owned
engineering and consulting businesses, including the Xxxxxx group
of companies (collectively, the "Business"), of Thermo TerraTech
Inc. ("Thermo"). If you agree to the terms proposed, please so
indicate by signing and returning a copy of this letter of intent
to me.
1. Purchase Price; Consideration. The purchase price for
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the Business will be mutually determined during the course of our
negotiations, but, in any event, would not be less than the book
value of the Business as of the closing of the sale of the
Business to Randers (the "Closing"). At the Closing, Xxxxxxx
will deliver to Thermo the number of newly issued shares (the
"Shares") of Randers' Common Stock, $.0001 par value per share
("Common Stock"), that equals such agreed price divided by
$0.625.
2. Conditions of the Transaction. The acquisition of the
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Business by Xxxxxxx is subject to the following conditions:
a. The completion by Randers of its due diligence
review of the business and assets of the Business, the scope
and results of which are satisfactory to Randers. Such due
diligence would include, without limitation, contacts with
customers, employees and suppliers, review of environmental,
tax, employee benefits and insurance matters, review of the
lease terms for any and all real property occupied by the
Business and legal due diligence, including litigation and
contract review;
b. The negotiation and execution of a mutually
acceptable Purchase and Sale Agreement containing customary
terms and conditions and representations and warranties
by Thermo regarding the Business (the "Agreement");
c. The final approval of the Directors and
shareholders of Randers and of the Directors of Thermo;
PAGE
d. The absence of any development in the status or
outlook of the Business between the date of this letter of
intent and the Closing, which in the reasonable judgment of
Xxxxxxx is materially adverse to the Business;
e. The receipt by Xxxxxxx of an opinion of an
investment bank to the effect that the transactions
contemplated hereby are fair to Randers from a financial
point of view;
f. The receipt of any required regulatory approvals;
g. The listing of the Shares on the American Stock
Exchange; and
h. Continued listing of the Common Stock on the
American Stock Exchange following the issuance of the
Shares.
3. Obligation to Update. During the period between the
--------------------
date of acceptance of this letter of intent and the Closing,
Thermo will advise Randers on a timely basis of all transactions,
commitments or contingencies that may arise that are of material
significance to the Business or not in the ordinary course of the
Business. Such advice is for information purposes only; Xxxxxxx
has no authority of approval or disapproval, and Thermo is
totally responsible for the consequences of any actions that it
elects to take during this period.
4. Announcements. The content of any public announcement
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by Xxxxxxx concerning the subject matter of this letter of intent
will be subject to the review and approval of Thermo, such review
to be timely and approval not to be unreasonably withheld.
5. Confidentiality. As some of the information Randers is
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to receive regarding the Business is proprietary and has not been
made available to the public, Randers, its affiliates and its
representatives understand and agree that such information is
provided solely for the purpose of evaluating the transaction
contemplated herein and will not disclose any of such information
to any third party, except as required by applicable law, legal
process or a stock exchange, without the prior written consent of
Thermo, provided, however, that any such information may be
disclosed to Xxxxxxx' representatives who need to know such
information for the purpose of evaluating the transaction
contemplated herein and who agree to keep such information
confidential. The obligations of Randers, its affiliates and its
representative under this paragraph shall not apply to
information that (i) is or becomes generally available to the
public other than as a result of a breach of this letter of
intent by Xxxxxxx, its affiliates or its representatives, (ii)
becomes available to Randers from a source other than Thermo or
its representatives or agents, which source, to Randers'
PAGE
knowledge, is not bound by a confidentiality obligation, (iii) is
known to Randers prior to receiving such information, or (iv) has
been or subsequently is independently developed by Xxxxxxx.
6. Non-Contravention. Each party represents and warrants
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to the other that its execution of this letter of intent does
not, and the consummation of the transaction contemplated hereby
will not, cause any breach of any other agreement or other
obligation, whether written or otherwise, by which such party is
bound or to which such party's assets are subject.
7. Closing. The parties intend to use their best efforts
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to cause the Closing to occur by August 15, 1997 and, in any
event, as soon as practicable.
8. Binding Effect; Termination. Notwithstanding anything
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else herein to the contrary, in consideration of the costs that
the parties will incur in pursuing this transaction, paragraphs
3, 4 and 5 shall be binding on the parties. However, if the
transaction is not consummated by September 15, 1997, (i) this
letter of intent shall become null and void as of such date,
except for paragraphs 4 and 5 and (ii) Xxxxxxx' obligations under
paragraph 5 shall expire two years after the date this letter of
intent is executed by the parties. Nothing contained herein
shall constitute a legally binding obligation to purchase or sell
the Business, and, except as expressly provided herein, no party
shall be legally bound to the other unless and until a definitive
Agreement shall have been duly authorized, executed and delivered
by the parties.
9. Governing Law. This letter of intent shall be governed
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exclusively by the laws of the State of Delaware.
10. Counterparts. This letter of intent may be executed in
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one or more counterpart copies, and all of such copies shall
together constitute a single document.
THERMO TERRATECH INC.
By: /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
President and Chief Executive
Officer
PAGE
The terms and conditions of the foregoing letter
of intent between Thermo TerraTech Inc. and
The Randers Group Incorporated are hereby
ACCEPTED AND AGREED:
THE RANDERS GROUP INCORPORATED
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
President
AA971330009
