MEMORANDUM OF AGREEMENT
This
agreement is made by and between:
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1.
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Royal
Invest International Corporation a publicly traded corporation trading
on
the Over the Counter (“OTC”) under the symbol RIIC, incorporated in the
United States of America in the State of Delaware with its registered
office located at 000 Xxxx Xxxx Xxxx, 0xx. floor, Westport, Xxxxxxxxxxx
00000, XXX, legally represented by its CEO Xx. Xxxxx Xxxxxxxxx and/or
Royal Invest Europe BV - hereinafter jointly and individually referred
to
as “BUYER”
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and
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2.
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Machine
Transport Midden Nederland BV, registered at the Chamber of Commerce
number, 30157069 located Xxxxxxxxxxxxxx 000 X, 0000 HV
Rijnsburg, in The Netherlands;
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3.
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FVG
BV, Osdorperweg 518 E, 1067 SX registered at the Chamber of Commerce
number 33242164, located, in The
Netherlands;
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4.
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Emile-Staete
BV, Osdorperweg 518 E, 1067 SX, registered at the Chamber of
Commerce number 33136291, located, in The
Netherlands;
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5.
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Rico
Staete BV, registered at the Chamber of Commerce number
33288149, located, in The
Netherlands;
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Parties
2
up to and including 5 hereinafter jointly and individually referred to as
“SELLER” and legally represented by L.J.C.M. Xxxxxxx
And
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6.
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E.C.M.
Xxxx Holding BV, registered at the Chamber of Commerce number, 4376171,
located in The Netherlands, legally represented by X. Xxxxxxxx, “DEAL
MANAGER”
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For
purposes of this agreement BUYER and SELLER are collectively referred to as
“PARTIES” and individually referred to as a “PARTY”.
Whereas:
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1.
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PARTIES
desire to confirm the intermediate outcome of the negotiations which
have
taken place from January 2007 till to date by means of this
agreement.
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1
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2.
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SELLER
is the owner of the commercial properties, accompanying premises
and
parking areas located at:
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1.
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Xxxxxxxx
0, in Vianen, the Netherlands
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2.
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Berenkoog
53, Alkmaar, the Netherlands
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3.
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Xxxxxxxxxx
00, Xxxxxxx, the Netherlands
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4.
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Xxxxxxxxx
0, Xxxxxxx, xxx Xxxxxxxxxxx
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5.
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Xx
Xxxxxx 1802, Lelystad, the
Netherlands
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6.
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Xxxxxxxxxxxxx
0-00, Xxxxxxxxx, the Netherlands
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7.
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Tackenweide
48, Emmerich, Germany
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Hereafter
referred to as the “PROPERTIES”.
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3.
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The
current officers and directors of Royal Invest International Corp
–
including Xx Xxxxx Xxxxxxxxx and Xx Xxxxxx Xxxxxx - are not directly
or
indirectly affiliated to SELLER and /or DEAL MANAGER in any fashion
what
so ever.
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Therefore:
In
consideration of the potential undertakings and future covenants set forth
in
this agreement “PARTIES” agree as follows.
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1.
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The
“BUYER” will acquire the “PROPERTIES” as far as these are located in The
Netherlands for the amount of 32.916.000 Euro
(thirty-two-million-nine-hundred-sixteen-thousand) including transfer
costs – excluding the costs for the notarial deeds. Under specific
conditions, transfer costs for the Dutch properties are to be paid
for by
the “SELLER” in as far as relating to Dutch real estate transfer
costs. The BUYER” will acquire the “PROPERTIES” as far as these
are located in Germany for the amount of 4.750.000 Euro
(four-million-seven-hundred-fifty-thousand) excluding transfer costs.
Transfer costs for the German properties are to be paid for by the
“BUYER”. This transaction will be confirmed by “PARTIES” by means of one
or more formal purchase agreement(s). The terms of the agreed
acquisition will be more particularly set forth in one or more purchase
agreements and one or more definitive agreements (collectively the
definitive agreements) to be mutually agreed upon by the “PARTIES”. Under
the condition of due diligence and at the discretion of BUYER, the
PROPERTY can also be purchased through the purchase of the shares
in a
corporation which fully owns the
PROPERTIES.
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2.
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PARTIES
identify and agree that the location Emmerich, Germany mentioned
above
will be transferred by the sale and delivery of 94% of the issued
and
outstanding shares in Rico-Staete B.V. – whereby the shares purchased by
BUYER will have all economical ownership rights. The attached balance
sheet as per March 31, 2007 reflects a net asset value of € 1.038.969
(Annex 1). If and when the transfer will be effectuated, the interim
balance sheet as per the date of March 31, 2007 will taken as the
moment
for the economical date of transfer. PARTIES indentify and agree
that
BUYER has to refinance the current mortgage loan taken up by Rico-Staete
B.V. at the moment of delivery to the amount of approximately €
3.560.000.
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3.
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All
properties not being transferred through the sale and delivery of
shares
will be transferred on basis of the status per June 1, 2007 (whereby
all
income and costs relating as from that date onwards are for the account
of
BUYER – all to be determined and agreed between parties within two months
following any transfer).
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2
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4.
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Determination
of the number of shares to be issued by BUYER to SELLER as well as
the
final purchase price payable will based on the lower of a fixed currency
exchange rate of the US$ / EURO of 1,36 or the currency exchange
rate
effectively as per July 1, 2007. The shares acquired by SELLER or
a group
company of SELLER will be delivered to this party no later than the
Final
Closing Date in the definitive
agreements.
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5.
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The
BUYER intends to fund the purchase by obtaining a bank loan of
31,000,000 Euro (thirty-one-million) from the Bank of
Scotland. An amount of the purchase price payable limited to
7.704.476 Euro (seven-million-seven-hundred-and four-thousand and
four-hundred-seventy-six) will firstly be recorded as a convertible
debentures and subsequently financially reorganized by conversion
into the
equivalent of a number of shares of the BUYER’s company common stock
delivered in certificates bearing DEAL MANAGER’s or designated names with
a lock-up period of 24 months upon issue at an agreed share price
of 0.10 US Dollar;
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6.
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BUYER
will issue 1,000 (one-thousand) shares of the BUYER’s company preferred
stock delivered in certificates bearing DEAL MANAGER’s or designated names
at an agreed share price of 0.10 US Dollar payable in cash; Assumption
is
here that at closing of this deal these preferred shares will give
the
right to appoint one Member of RIIC’s Board of Directors and to request
the Board organising a shareholders’
meeting.
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7.
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DEAL
MANAGER has on behalf of Royal Invest Europe BV organized a term
sheet for
a bank loan. DEAL MANAGER’s services have been agreed upon on basis of the
attached consultancy agreement disclosing the commissions
payable.
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8.
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The
parties will negotiate the terms and begin preparation of the Definitive
Agreements that will govern all the above mentioned agreed items.
To the
extent appropriate for transactions of this type and size, the Definitive
Agreements will contain but not limited to customary representations,
warranties, covenants, indemnities and other agreements of the
parties.
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9.
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The
Definitive Agreements shall include customary conditions precedent
generally applicable to an acquisition of the nature and size of
the
transactions contemplated by this Agreement, each of which must be
satisfied prior to the consummation of the transactions contemplated
thereby. In general, the closing of the proposed acquisition and
the
obligations of each party under the Definitive Agreements will be
subject
to the satisfaction of the conditions precedent, which shall include
but
not be limited to:
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(a)
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Satisfactory
Results of Due Diligence
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The
satisfactory completion of due diligence investigation and acquisition audit
by
BUYER (as provided in paragraph 10) showing that the assets of SELLER and any
actual or contingent liabilities against those assets, and the prospective
business operations by SELLER or SELLER’s business are substantially the same as
currently understood by BUYER as of the date of this Agreement (determined
without regard to any documents which BUYER or any party may have previously
delivered to BUYER).
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(b)
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Compliance
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Satisfactory
determination that the acquisition and prospective business operations by BUYER
of SELLER’s business will comply with all applicable laws and regulations,
including antitrust and competition laws.
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(c)
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Consents
and Approvals
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The
approval and consent of the Definitive Agreements by the respective Boards
of
BUYER and SELLER and the receipt of the consents and approvals from all
governmental entities, utility providers, railways, material vendors, lenders,
landlords, customers, and other parties which are necessary or appropriate
to
the acquisition of the prospective business operation by BUYER, and
the receipt of all necessary governmental approvals including the expiration
or
termination of all required waiting periods.
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(d)
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Absence
of Material Litigation or Adverse
Change
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There
must be no pending or threatened material claims or litigation involving SELLER,
and no material adverse change in the business prospects of BUYER operating
SELLER’s business.
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(e)
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Delivery
of Legal Opinions
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Customary
legal opinions must be delivered, the content of which shall be mutually agreed
upon.
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(f)
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Muermans
Deal
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This
deal
should become effective simultaneously with the acquisition by BUYER of the
Assen Property located at the Schepermaat 4 (probably through the purchase
of
controlling stock in Muermans Vastgoed 46 BV).
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(g)
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Financing
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Up
to
July 31, 2007 the BUYER can waive its obligations under this Agreement when
the
financing by Bank of Scotland and/or any other bank has not provided sufficient
backing for 80% of the purchase price payable.
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(h)
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Final
transfer date
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The
delivery of the properties (or the shares in the company owning the respective
property) will take place no later than four weeks upon the final approval
on
the financing. When the delivery of the properties takes place, the economical
ownership will be effectively recorded as from June 1, 2006 and for shares
in
the company owning the respective property as per April 1,
2006.
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10.
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From
the date of acceptance by the parties of the terms of this Agreement,
until the negotiations are terminated as provided in paragraph 11
of this
Agreement, SELLER will give BUYER and BUYER’s management personnel, legal
counsel, accountants, and technical and financial advisors, full
access
and opportunity to inspect, investigate and audit the books, records,
contracts, and other documents of SELLER as it relates to SELLER’s
business and all of SELLER’s assets and liabilities (actual or
contingent), including, without limitation, inspecting SELLER’s property
and conducting additional environmental inspections of property and
reviewing financial records, contracts, operating plans, and other
business records, for the purposes of evaluating issues related to
the
operation of SELLER’s business. SELLER further agrees to provide BUYER
with such additional information as may be reasonably requested pertaining
to SELLER’s business and assets to the extent reasonably necessary to
complete the Definitive Agreements.
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4
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11.
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By
their signature below, each party agrees to keep in strict confidence
all
information regarding the terms of the proposed acquisition of the
Operations, except to the extent BUYER must disclose information
to
lenders and equity partners to obtain financing. If this proposal
is
terminated as provided in paragraph 14, each party upon request will
promptly return to the other party all documents, contracts, records,
or
other information received by it that disclose or embody confidential
information of the other party. BUYER agrees to keep all material
and
information provided to it, under paragraph five above, confidential
and
to promptly return the same to SELLER upon termination of this Agreement.
The provisions of this paragraph shall survive termination of the
agreements set forth in paragraphs
9-15.
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12.
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No
party will make any public disclosure or issue any press releases
pertaining to the existence of this Agreement or to the proposed
acquisition and sale between the parties without having first obtained
the
consent of the other parties, except for communications with employees,
customers, suppliers, governmental agencies, and other groups as
may be
legally required or necessary or appropriate (i.e., any securities
filings
or notices), and which are not inconsistent with the prompt consummation
of the transactions contemplated in this Agreement. The provisions
of this
paragraph shall survive termination of the agreements set forth in
paragraphs 9-15.
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13.
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Except
for breach of any confidentiality provisions hereof, no party to
this
Agreement shall have any liability to any other party for any liabilities,
losses, damages (whether special, incidental or consequential), costs,
or
expenses incurred by the party in the event the negotiations among
the
parties are terminated as provided in paragraph 12. Except to the
extent
otherwise provided in any Definitive Agreement entered into by the
parties, each party shall be solely responsible for its own expenses,
legal fees and consulting fees related to the negotiations described
in
this Agreement, whether or not any of the transactions contemplated
in
this Agreement are consummated.
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14.
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This
Agreement assumes the Parties to sign the intended Definitive Agreements
based on the results of previous negotiations and the previous good
constructive talks no later than on July 25th, 2007. The negotiations
shall only fail if a confident cooperation can no longer be ensured.
Such
a situation may not be caused intentionally by any of the Parties.
The
Parties do have the intention to sign the intended Definitive Agreements.
The failure of the negotiations shall be announced in writing by
a Party
who shall also specify the reasons. This Party shall be entitled
to
convene a new negotiation meeting within two weeks in order to eliminate
the grounds for failure and/or to claim damages on basis of the current
status of negotiations – whereby this Party proofs that the reasons for
the failure of the negotiations are not due to this Party and/or
the other
Party has no material evidence on failure due to issues arising from
the
due diligence review whereby one of the Parties can not guarantee
adequately to the other Party that the SELLER’s business is substantially
the same as currently understood by
BUYER.
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15.
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Parties
agree that neither of them nor any of their affiliates will pursue,
solicit or discuss any opportunities for any party other than to
acquire
or otherwise control the Operations until this Agreement is terminated
by
Parties or mutually by Parties or any of the events in paragraph
14 do not
occur by the dates stated and Parties in writing that they are pursuing
other buyers for the PROPERTIES.
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5
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16.
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This
Agreement shall be governed by, and construed and interpreted under
the
laws of The Netherlands.
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BUYER
referred to this Agreement acknowledges the terms and conditions hereof, and
agrees to be bound by the clauses included in this document,
Royal
Invest International Corp. ( BUYER )
Represented
by Xxxxx Xxxxxxxxx
Signature: /s/
Xxxxx Xxxxxxxxx,
CEO Date:
May 25, 2007
SELLER
referred to this Agreement acknowledges the terms and conditions
hereof, and agrees to be bound by the clauses included in this
document,
Machine
Transport Midden Nederland b.v., FVG BV, Emile-Staete BV, Rico
Staete BV
(SELLER)
Represented
by L.J.C.M. Xxxxxxx
Signature: /s/
L.J.C.M.
Xxxxxxx
Date: May 25, 2007
DEAL
MANAGER referred to this Agreement acknowledges the terms and
conditions hereof, and agrees to be bound by the clauses included in this
document,
E.C.M.
Xxxx Holding BV. ( DEAL MANAGER )
Represented
by X. Xxxxxxxx
Signature: /s/
Xxxxx
Xxxxxxxx
Date: May 25, 2007
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