Exhibit 10.46
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of February 21,
2001 is entered into by and among Panamerican Beverages, Inc. (the "Seller") a
corporation formed and existing in accordance with the laws of the Republic of
Panama, and Panamco Mexico S.A. de C.V. ("Panamco Mexico") a corporation
formed and existing under the laws of the United States of Mexico. In
consideration of the mutual covenants, representations and warranties
contained herein, and intending to be legally bound hereby, the parties agree
as follows:
1. Purchase of the Shares: Seller hereby sells to Panamco Mexico and Panamco
Mexico hereby purchases 760,263,558 (Seven Hundred and Sixty Million Two
Hundred Sixty Three Thousand Five Hundred Fifty Eight) common nominative
shares (hereinafter defined as the "Shares") of Embotelladora Panamco Tica,
S.A. a corporation formed and existing under the laws of the Republic of Costa
Rica (the "Target Company").
2. The Price: The purchase price of each of the Shares to be paid by Panamco
Mexico to the Seller is US$ 0.01973 per share. Being the aggregate purchase
price of the Shares the amount of US$ 15,000,000.00 (Fifteen Million United
States Dollars, the "Purchase Price").
The Purchase Price has been totally paid at the Execution of this Agreement by
Panamco Mexico in cash in immediately available funds, via a wire transfer
made to the bank account of the Seller at the Sun Trust Bank in Atlanta,
Georgia.
The Seller declares that it has received the Purchase Price and that it has
duly endorsed and delivered as of the date hereof to the Buyer the
certificates containing the Shares and the Buyer declares that it has received
the Shares, duly endorsed, and to its entire satisfaction.
3. Transfer of Title: Title to the Shares has been transferred on this same
date to Panamco Mexico, pursuant to the Seller's endorsement of the
certificates representing the Shares and by its duly annotation in the Target
Company shareholder's registry book, as well as by the execution of this
Agreement.
4. Representations of the Seller: The Seller hereby represents and warrants to
Panamco Mexico that:
a. It is a corporation (sociedad anonima) incorporated under the laws of the
Republic of Panama;
b. It is the sole owner of the Shares subject to this Agreement as evidenced
by the corresponding entries in the stock registry book of the Target Company,
and that all requirements for the execution of this Agreement have been
completed;
c. It has all the requisite power and authority to execute and deliver this
Agreement;
d. The Shares are fully paid-in and free of any liens or encumbrances; there
is no debt outstanding with respect to the Shares; there is no prohibition to
sell or any other judicial order over the Shares; and the Shares are free of
any third party rights; and
e. It has not transferred, assigned or endorsed any of the Shares to third
parties or by any other means, which could in any way affect the transaction
described herein.
5. Representations with respect to the Target Company. Seller represents and
warrants to Panamco Mexico with respect to the Target Company:
a. The Target Company is a corporation (sociedad anonima) incorporated
under the laws of the Republic of Costa Rica.
b. The Target Company has all requisite power and authority to conduct
its business as it is now being conducted and to own or lease all of its
properties and assets, and is duly licensed or qualified to do business
in each jurisdiction in which the nature of the business conducted by it
or the character or location of the properties and assets owned or leased
by it makes such licensing or qualification necessary.
c. The authorized capital stock of the Target Company consists of (i)
3,427,366,551 class A preferred nominative stock (with a par value of C.
1.00 per share) which as of the date hereof represent 50.1% of the total
outstanding capital stock of the Target Company, and (ii) 3,413,684,449
common nominative stock (with a par value of C. 1.00 per share) which as
of the date hereof represent 49.9% of the total outstanding capital stock
of the Target Company.
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d. All issued and outstanding shares of the Target Company are duly
authorized, validly issued and fully paid, and no such shares have been
issued in violation of any preemptive or subscription right.
6. Representations of Panamco Mexico: Panamco Mexico represents and warrants
to the Seller that:
a. It is a corporation (sociedad anonima de capital variable)
incorporated under the laws of the United States of Mexico, and
b. The person acting on behalf of Panamco Mexico has all the requisite
power and authority to execute and deliver this Agreement.
7. Delivery of Documents: The Seller represents that, as of the date hereof it
has delivered to Panamco Mexico the certificates containing the Shares, as
well as an original executed version of this Agreement.
Panamco Mexico represents to the Seller that as of the date hereof, it has
delivered to the Seller an original executed version of this Agreement.
8. Indemnification: Seller shall indemnify and hold Panamco Mexico and each of
its shareholders, directors, officers, employees and each of their respective
successors and assigns, harmless from any obligation, expense or damage
incurred by Panamco Mexico that arises as a result from the inaccuracy,
untruth, or incompleteness of any representation or warranty given by the
Seller and contained in this Agreement.
Panamco Mexico shall indemnify and hold the Seller and each of its successors
and assigns, harmless from any obligation, expense or damage incurred by the
Seller that arises as a result from the inaccuracy, untruth, or incompleteness
of any representation or warranty given by Panamco Mexico and contained in
this Agreement.
9. Governing Law and Jurisdiction: This Agreement shall be governed, construed
and interpreted in accordance with the laws of the Republic of Panama, without
regard to the conflict of law principles of the Republic of Panama. The
parties hereto consent to the personal jurisdiction of the courts located in
Panama City in any proceeding for the enforcement or interpretation of this
Agreement.
10. Notices: All communications, notices, claims or demands made in accordance
with or relating to this Agreement shall be made in writing and shall be given
or made (and shall be deemed to have been duly given or made upon receipt) by
delivery in person, or by express courier, or by telecopy, to the respective
parties at the following addresses:
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For the Seller:
Panamerican Beverages, Inc.
Torre Dredsner Bank, Piso 0
Xxxxx 00, Xxxxxx Xxxx
Xxxxxxxx of Panama
Attention: Chief Financial Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With a copy to:
Panamco L.L.C.
000 Xxxxxxxxx Xxx
Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attention: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
For Panamco Mexico:
Panamco Mexico S.A. de C.V.
Blvd Xxxxxx Xxxxx Xxxxxxx Xx. 00
00xx Xxxxx
Xxxxx xx Xxxxxxxxxxx
Xxxxxx X.X., Xxxxxx 00000
Attention: President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
11. Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall be considered one and the same Agreement, and
shall become effective when counterparts have been signed by each party hereto
and delivered to each other party. Copies of executed counterparts transmitted
via facsimile or other electronic transmission service shall be considered
original executed counterparts for all purposes of this Section, provided that
receipt of copies of such counterparts is confirmed.
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IN WITNESS WHEREOF, each of the undersigned, intending to be legally bound has
caused this Agreement to be duly executed and delivered on the first date set
forth above.
PANAMERICAN BEVERAGES, INC.
By:_______________________________
Name:
Title:
PANAMCO MEXICO S.A. DE C.V.
By:________________________________
Name:
Title:
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