EXHIBIT 2.05
Dated 13 August 1999
XXXXXX SEMICONDUCTOR LIMITED
-and-
INTERSIL LIMITED
AGREEMENT FOR THE SALE AND PURCHASE OF
THE BUSINESS AND ASSETS OF
XXXXXX SEMICONDUCTOR LIMITED
XXXXXXX & XXXXXX
000 XXXXX XXXXXX
XXXXXX XX0X 0XX
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UK Asset Purchase Agreement
INDEX
OPERATIVE PROVISIONS
1. Definitions and Interpretation...................................... 1
2. Agreement for Sale.................................................. 2
3. Liabilities......................................................... 2
4. Consent of Third Parties, Further Assurances........................ 2
5. Risk and Property................................................... 2
6. Closing............................................................. 3
7. Employees........................................................... 3
8. Notices............................................................. 4
9. Assignment.......................................................... 5
10. Survival of Certain Provisions...................................... 5
11. Entire Agreement.................................................... 5
12. Governing Law....................................................... 5
13. Dispute Resolution and Arbitration.................................. 5
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UK Asset Purchase Agreement
THIS AGREEMENT is made this 13th day of August 1999
(1) Xxxxxx Semiconductor Limited (registered number 01701566) whose
registered office is at Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, Xxxxxxxxx,
Xxxxxxxxx XX00 0XX (the "Seller"); and
(2) Intersil Limited (registered number 3825991) whose registered office is
at Xxxxxxxxx Xxx, Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxx XX00 0XX (the
"Purchaser");
(each a Party and together the Parties)
NOW IT IS AGREED as follows:
1 Definitions and Interpretation
1.1 In this Agreement unless the context otherwise requires:
Assets means the Transferred Assets of the Business to
be sold to the Purchaser pursuant to the Master
Transaction Agreement other than the shares and
interest of the Seller in Xxxxxx srl;
Business means the business of the marketing, sales and
distribution of semiconductor products in Europe
carried on by the Seller;
Business Day means any day, other than a Saturday or
Sunday or public holiday, on which banks are open
for business in London;
Closing Date means the date of the Agreement or such other
date as the parties may agree in writing;
Employees means the persons employed by the Seller as of
the date of this Agreement;
Liabilities means all the Assumed Liabilities of the Business
to be assumed by the Purchaser pursuant to the
Master Transaction Agreement;
Master means the Master Transaction Agreement made
Transaction between Xxxxxx Corporation, Intersil Corporation
Agreement and Intersil Holding Corporation and dated as of
2 June, 1999;
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Purchase Price means the aggregate consideration payable for the
Business and the Assets as set forth in Clause
2.2;
Regulations means the Transfer of Undertaking (Protection of
Employment) Regulations 1981 as amended from time
to time;
1.2 All other capitalized terms shall have the meaning set forth in Exhibit
A to the Master Transaction agreement.
2 Agreement for Sale
2.1 With effect from the Closing Date the Seller shall sell and assign and
the Purchaser shall purchase as provided in the Master Transaction
Agreement (1) the Business as a going concern and (2) all of the
Assets, and the Purchaser shall assume the Liabilities.
2.2 The purchase price for the sale of the Business and the Assets and the
assumption of the Liabilities shall be US$930,000 (exclusive of VAT, if
any).
2.3 The parties shall use all reasonable endeavours to procure that the
sale of the Business is deemed to be transfer of a business as a going
concern for the purpose of section 33 and schedule 2 paragraph 7(1)(a)
of the Value Added Tax Xxx 0000.
3 Liabilities
3.1 Nothing in this Agreement will make the Seller liable in respect of
anything done or omitted to be done by the Purchaser after the Closing
Date or in relation to the use of the Assets or the carrying on of the
Business by the Purchaser generally after the Closing Date other than
as may have been specifically assumed by it under this Agreement.
4 Consent of Third Parties, Further Assurances
4.1 Section 3.8 of the Master Transaction Agreement is incorporated into
this Agreement by reference, and, to the extent that it applies to the
Business, shall have effect as if the Parties were original parties to
the Master Transaction Agreement.
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5 Risk and Property
5.1 Risk in the Assets shall pass to the Purchaser at the Closing Date.
5.2 Subject to Clause 5, the property in and title to the Assets shall pass
to the Purchaser at the Closing Date and the obligations under the
Assumed Liabilities shall pass to the Purchaser at the Closing Date.
6 Closing
6.1 The sale and purchase of the Business and the Assets will be completed
immediately after the signing and exchange of this Agreement and the
Seller will deliver or cause to be delivered to the Purchaser, with
immediate effect:
(a) such of the Assets as are capable of being transferred by
delivery;
(b) such documents as may be necessary to vest title to such of
the Assets as are not capable of being transferred by delivery
in the Purchaser;
(c) subject to Clause 5 hereof, the written consent of any
mortgagee or other person whose consent is necessary for the
sale of any of the Assets; and
(d) such other resolutions and other documents as may be necessary
and customary for transactions of the type contemplated by the
Agreement.
6.2 Purchaser shall execute such documents as may be necessary to assume
the Liabilities.
6.3 The Purchaser shall pay to the Seller the Purchase Price.
7 Employees
7.1 The Seller and the Purchaser acknowledge and agree that, pursuant to
the Regulations, the contracts of employment between the Seller and the
Employees (save in so far as such contracts relate to any occupational
pension scheme) will have effect after Completion as
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if originally made between the Purchaser and the Employees. The
transfer of such contracts of employment will be subject to the
remaining provisions of this clause 7.
7.2 Upon or as soon as practicable after Closing, the Seller and the
Purchaser will make a joint announcement to the Employees in the agreed
terms regarding the transfer of their contracts of employment as
referred to in clause 7.1.
8 Notices
8.1 Any demand, notice or other communication given or made under or in
connection with this Agreement will be in writing in the English
language and may be hand-delivered (including delivery by courier
service), or sent by fax transmission as follows:
SELLER
------
Address: Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxx,
Xxxxxxxxx XX00 0XX
Fax: x00 0000 000000
Attention: Xxxxx X. Xxxxx
with a copy to:
Address: Xxxxxx Corporation
0000 Xxxx XXXX Xxxxxxxxx
Xxxxxxxxx XX 00000
Fax x0 (000) 000 0000
Attention Corporate Secretary
PURCHASER
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Address: Xxxxxxxxx Xxx
Xxxxxxxxx Xxxx
Xxxxxxxxx
Xxxxxx XX00 0XX
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Fax: x00 0000 000000
Attention: Company Secretary
Notices to either party may be given to such other address or number as
may be notified by that party from time to time for this purpose.
8.2 Unless the contrary shall be proved, notice shall be deemed to have
been given, (i) if by hand delivered during working hours on a working
day, when left at the relevant address, and otherwise on the next
working day after delivery, (ii) if by fax during working hours on a
working day, when transmitted, and otherwise on the next working day
after transmission, and (iii) if sent by prepaid first class post, on
the second working day after the date of the posting.
9 Assignment
9.1 This Agreement shall be binding upon and inure to the benefit of the
successors of the parties but is personal to them and may not be
assigned at law or in equity without the prior written consent of the
other.
10 Survival of Certain Provisions
10.1 Each of the obligations and undertakings entered by or on behalf of the
parties to this agreement shall survive and remain in full force and
effect notwithstanding Closing taking place.
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11 Entire Agreement
11.1 No variation of this Agreement or any of the documents entered into
pursuant to this Agreement shall be valid unless it is in writing and
signed by or on behalf of each of the parties.
11.2 Each Party confirms that this Agreement and the Master Purchase
Agreement together contain the entire agreement and understanding
between the Parties in relation to the subject matter of this
Agreement, that is cancels and supersedes all prior understandings,
arrangements or agreements, and that the Purchaser is not entering into
this Agreement in reliance upon any representation or warranty other
than those contained in the Master Transaction Agreement.
12 Governing Law
12.1 This Agreement shall be governed and construed in accordance with the
laws of England & Wales and the parties agree to submit to the
non-exclusive jurisdiction of the courts of England & Wales.
13 Dispute Resolution and Arbitration
13.1 The Provisions of Section 6 of Exhibit B to the Master Transaction
Agreement are incorporated by reference.
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IN WITNESS WHEREOF the parties have executed and delivered this Agreement with
legal and binding effect as of the date above first written.
XXXXXX SEMICONDUCTOR LIMITED
By: /s/ X.X. Xxxxxxxxx
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Name: X.X. Xxxxxxxxx
Title: Director
INTERSIL LIMITED
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Director
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