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EXHIBIT 2.2
SHARE PURCHASE AGREEMENT
BETWEEN:
Metamor Worldwide, Inc., a company incorporated in the state of Delaware, United
States, with 32,408,448 shares of common stock, par value $ 0.01 per share,
outstanding on December 31, 1998, having its registered offices at 4400 Post Oak
Parkway, Suite 1100, Xxxxxxx Xxxxx 00000, Xxxxxx Xxxxxx, represented by Xxxxx X.
Xxxxxxx acting in his capacity as Senior Vice President, General Counsel and
Secretary, duly authorized for the purposes hereof (the "Purchaser"),
ON THE FIRST HAND
AND:
Xx. Xxxxxxx Xxxxxxx;
Xx. Xxxxxxx Xxxxxxx;
Xx. Xxxxxxx Xxxxxxx;
Xx. Xxxxxxx Xxxxxxx; and
Xx. Xxxxxxxxx Xxxxxxx,
all French citizens residing at 1 rue Carnot, Saint Xxx au Mont d'Or (69450),
(collectively referred to as the "Seller" or the "Sellers"), acting jointly and
severally (solidairement) and represented by Xx. Xxxxxxx Xxxxxxx pursuant to the
terms of a power of attorney and letters appended in ANNEX A hereto,
ON THE SECOND HAND
WHEREAS:
A. The Sellers own as beneficial owners (nu-proprietaires) and/or in
usufruct (usufruitiers) 345,976 shares representing 11.48% of the share
capital giving access to 22.9% of the voting rights of Decan Groupe
(referred to as the "Shares"), a French societe anonyme, having its
registered offices at Saint Didier au Mont d'Or (69370), 0 xxx Xxxxxx
Xxxxxx, Xxxxxx, with a share capital of FRF 30,134,800 divided into
3,013,480 shares of FRF 10 each, listed on the Paris Stock Exchange
Secondary Market (Second Marche) and registered with the Lyon Registry
of Commerce and Companies under n(degree) B 379 925 969 (the "Company")
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The interest in the Shares are allocated between the Sellers as
follows:
(1) Xx. Xxxxxxx Xxxxxxx: 285,688 wholly owned Shares;
60,000 Shares in usufruct ;
(2) Xx. Xxxxxxx Xxxxxxx: 288 wholly owned shares;
15,000 shares as beneficial owner;
Xx. Xxxxxxx Xxxxxxx: 15,000 shares as beneficial owner;
Xx. Xxxxxxx Xxxxxxx: 15,000 shares as beneficial owner;
Xx. Xxxxxxxxx Xxxxxxx: 15,000 shares as beneficial owner;
B. The Purchaser desires to acquire from the Seller (and the Seller
desires to sell to the Purchaser) the Shares on the terms and
conditions set forth herein. In accordance with the Reglement General
du Conseil des Marches Financiers, the Purchaser will have, following
the acquisition of the Shares pursuant to this Agreement and of other
shares held by one other shareholder pursuant to one other agreement
executed simultaneously with this Agreement, to offer to buy any
remaining shares or other equity-securities held by minority
shareholders through a public tender offer (offre publique d'achat).
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
Article 1 - Purchase and Sale - Price
1.1 Purchase and Sale. Upon the terms and subject to the conditions set
forth in this Agreement, the Seller hereby sells to the Purchaser, and
the Purchaser hereby purchases from the Seller, the Shares with all
rights attached and accruing thereto (it being understood that double
voting rights attached to the shares will not benefit to the
Purchaser).
1.2 Purchase Price. The global purchase price for the Shares (the "Purchase
Price") is equal to EURO 13,839,040 (thirteen million eight hundred and
thirty-nine thousand forty) i.e., EURO 40 (forty) per share.
The Purchase Price shall be paid in the following way:
(i) a cash payment of EURO 8,303,424 (eight million three hundred
and three thousand four hundred and twenty four) hereafter the
"Cash Payment".
The Cash Payment shall be paid by the Purchaser to the Seller
in EURO by no later than 3 p.m. (Paris Time) on February 5,
1999 (the "Completion Date") by way of direct transfer to the
temporary account opened in the name of the Seller with Banque
Lazard Freres et Cie in Paris with simultaneous instructions
to the latter to transfer immediately such Purchase Price in
same day funds by money wire transfer to the bank account
n(degree) 408 849/15, opened with the Banque Nationale de
Paris-Lyon Agence Centrale, 00 xxx Xxxxxxxx, 00000 Xxxx; and
(ii) For Xx. Xxxxxxx Xxxxxxx only, 233,321 (two hundred and
thirty-three thousand three hundred and twenty-one) newly
issued unregistered shares of Metamor
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Worldwide, Inc. common stock with a par value of US$ 0.01 (the
"Metamor Shares") representing as of the date of execution
hereof a cash equivalent of EURO 5,535,616 (five million five
hundred and thirty-five thousand six hundred and sixteen)
based solely upon the Average Trading Price, as defined below.
The number of Metamor Shares issued to the benefit of the
Seller being determined as the equivalent in US dollars of
EURO5,535,616 (five million five hundred and thirty five
thousand six hundred and sixteen) valued at the average
closing price of the Metamor Worldwide, Inc. common stock on
the NASDAQ National Market for the fifteen (15) Business Days
(i.e. days securities markets are open for trading in the
United States) prior to the five (5) Business Days prior to
the date of execution hereof (the "Average Trading Price"),
the EURO/US dollar exchange of EURO 0.8839 for US$ 1.
The Metamor Shares will be fully paid-up, and they will not be
subject to any third party rights of any nature, any liens,
pledges or attachment of any kind, and there will be no
obstacles or hindrances of any sort, whether contractual,
statutory, legal or judicial, at the exception of the
limitation described in article 1.2.(ii) above and article 2
below, preventing their transfer, with all the rights relating
thereto.
On the date of execution hereof, there are no other Metamor
shares listed on the NASDAQ National Market than the common
shares, with the exception of non-voting Class B shares. The
Metamor Shares shall then be entitled to receive identical
dividends as other Metamor common stock and carry a number of
voting rights proportional to the common capital quota they
represent.
Article 2 - Covenants of the Seller and the Purchaser
2.1. The Metamor Shares attributed to Xx. Xxxxxxx Xxxxxxx shall be divided
into two different blocks, the "Block 1 Metamor Shares" and the "Block
2 Metamor Shares". Each block of Metamor Shares will represent 50% of
the Metamor Shares.
2.2. Lock-up Period
2.2.1. In consideration of the issuance of both Block 1 and Block 2
Metamor Shares, during a period of twenty-four (24) months
commencing on the date of execution hereof (the "Lock-up
Period"), Xx. Xxxxxxx Xxxxxxx shall not, directly or
indirectly, sell, contract to sell, grant any option to
purchase, pledge, encumber or otherwise transfer or dispose of
any interest (collectively "Transfer") in any of the Xxxxx 0
xxx Xxxxx 0 Xxxxxxx Xxxxxx;
During the Lock-Up Period, Xx. Xxxxxxx Xxxxxxx will be
entitled to receive any dividends paid by Metamor Worldwide,
Inc. as regards the Metamor Shares.
2.2.2. As an exception to paragraph 2.2.1. above
(i) twelve (12) months after the beginning of the Lock-Up
Period, Xx. Xxxxxxx Xxxxxxx shall be entitled to
Transfer a maximum of 50% of the Xxxxx 0 Xxxxxxx
Xxxxxx;
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(xx) eighteen (18) months after the beginning of the
Lock-Up Period, Xx. Xxxxxxx Xxxxxxx shall be entitled
to Transfer up to an additional 25% of the Block 1
Metamor Shares
2.3. The Lock-Up Period shall be automatically terminated in the
event of:
(i) a tender offer on the Metamor stock as soon as such
offer is declared unconditional;
(ii) Xx. Xxxxxxx Xxxxxxx ceasing to be employed by the
Metamor Group as a consequence of his dismissal
("licenciement") by the Metamor Group.
The Seller hereby agrees that the Purchaser will cause the
certificates representing the Metamor Shares to be issued with a
legend restricting the Transfer of such shares until after the
expiration of the Lock-up Period.
Article 3 - Completion Matters
All the completion matters referred to here below will be performed
simultaneously on the Completion Date:
3.1 The Seller shall deliver to the Purchaser or to his designated agent:
(a) 7 duly executed share transfer forms (ordres de mouvement) in
the name of the Purchaser providing for the transfer to the
Purchaser of the Shares, in the following manner:
- a Share transfer form Xx. Xxxxxxx Xxxxxxx to the
Purchaser relating to 285,688 shares
- a Share transfer form from Xx. Xxxxxxx Xxxxxxx to the
Purchaser, relating 60,000 shares owned in usufruct;
- two Share transfer forms from Xx. Xxxxxxx Xxxxxxx to
the Purchaser, relating to (i) 288 wholly owned
shares and (ii) 15,000 shares owned as beneficial
owner;
- a Share transfer form from Xx. Xxxxxxx Xxxxxxx to the
Purchaser, relating to 15,000 shares owned as
beneficial owner;
- a Share transfer form from Xx. Xxxxxxx Xxxxxxx to the
Purchaser, relating to 15,000 shares owned as
beneficial owner;
- a Share transfer form from Xx. Xxxxxxxxx Xxxxxxx to
the Purchaser, relating to 15,000 shares owned as
beneficial owner.
It is expressly specified that the transfer of the Shares to the
Purchaser shall be completed in compliance with the Reglement Xxxxxxx
xx Xxxxxxx xxx Xxxxxxx Xxxxxxxxxx;
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(x) a written confirmation from the financial institution in
charge of registering any transfers of shares of the Company
(etablissement teneur de comptes) that the transfer of the
Shares has been completed and is enforceable against the
Company and third parties;
(c) the share certificate with respect to the Block 2 Metamor
Shares granted as a security for the reimbursement of the
promissory note executed at the date hereof.
3.2. the Purchaser shall deliver to the Seller or to its designated agent:
(a) satisfactory evidence from Banque Lazard Freres et Cie as to
the payment by the Purchaser of the Cash Payment to the
temporary account of the Seller and the subsequent money wire
transfer to the bank account of the Seller with Banque
Nationale de Paris referred to above;
(b) 4 share certificates with respect to the different categories
of Metamor Shares;
(c) Evidence of transfer by the Purchaser of funds under the
promissory note executed on the date hereof;
(d) a certified copy of a resolution of the board of Directors of
the Purchaser approving the purchase of the Shares from the
Seller.
It is agreed between the parties that Xx. Xxxxxxx Xxxxxxx has been
appointed by the Sellers to take care of the allocation of the Purchase
Price between the Sellers.
3.3 The Seller and the Purchaser shall enter into:
(a) an employment agreement;
(b) a non-competition agreement;
(c) a promissory note and a stock pledge agreement.
Article 4 - Representations of the Seller and the Purchaser
4.1 The Seller represents and acknowledges as follows:
(a) the Seller is the registered owner of the Shares;
(b) the Seller has a full, unfettered legal right and authority to
enter into and perform its obligations under this Agreement,
to sell and transfer the Shares to the Purchaser and to enter
into and perform all agreements contemplated herein;
(c) As at December 31, 1998 the authorized share capital of the
Company consists of 3,013,480 shares of FRF 10 par value. The
Shares constitute 11.48% of the issued and outstanding capital
stock of the Company. None of the Shares were issued or
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will be transferred under this Agreement in violation of any
preemptive or preferential rights of any person or entity.
(d) the Shares were validly issued, are fully paid-up, and they
are not subject to any third party rights of any nature, any
liens, pledges or attachment of any kind, and there are no
obstacles or hindrances of any sort, whether contractual,
statutory, legal or judicial, preventing their transfer, with
all the rights relating thereto;
(e) The annual report of the Company for the fiscal year 1997-1998
is true, clear and accurate, and fairly reflects the assets
and liabilities, financial position and earnings of the
Company and its subsidiaries. Such annual report was drafted
by the Seller with fully knowledge of the situation of the
Company and its subsidiaries.
4.2 The Purchaser represents and acknowledges as follows:
(a) the Purchaser is duly incorporated under the laws of the State
of Delaware, United States and is validly in existence and in
good standing under such laws;
(b) the Purchaser has a full, unfettered legal right and authority
to enter into and perform its obligations under this Agreement
and to enter into and perform all agreements contemplated
herein;
(c) the execution, delivery and performance of this Agreement and
all other documents contemplated by this Agreement to be
delivered by the Purchaser have been duly and validly
authorized by the Purchaser's Board meeting held on January
28, 1999;
(d) in accordance with the provisions of the Reglement General du
Conseil des Marches Financiers, the Purchaser undertakes to
request on the date of execution hereof from the Conseil des
Marches Financiers the authorization to initiate a public
tender offer (offre publique d'achat) and in this respect to
comply with any and all regulations issued by the French and
U.S. stock exchange authorities;
(e) the Metamor Shares are fully paid-up, and they are not subject
to any third party rights of any nature, any liens, pledges or
attachment of any kind, and there are no obstacles or
hindrances of any sort, whether contractual, statutory, legal
or judicial, at the exception of the limitation described in
articles 1.2. and 2 above, preventing their transfer, with all
the rights relating thereto.
Article 5 - Assignment
The Seller is not authorized to assign the benefit of any provision of this
Agreement and the agreements contemplated herein to any third party without the
prior written consent of the Purchaser.
The Purchaser is authorized to assign any and all rights under this Agreement
and the agreements contemplated herein, to an Affiliate of the Purchaser which
the Purchaser may at all times substitute. For the purpose of this Agreement,
(i) a company shall be deemed an "Affiliate" of
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another if the first is Controlled by the second or if both are Controlled by
the same other company, and (ii) Control(led) shall mean, with respect to any
company, the direct or indirect ownership over shares of such company carrying
at least 50% plus one (1) of the voting rights attached to all shares of such
company at such company's shareholders' meeting.
Article 6 - Announcements
Except as may be required by applicable law, the parties shall not, and shall
not permit any employee, affiliate, adviser or agent to, make or release any
unilateral announcement with respect to this Agreement, the contents hereof or
the transactions contemplated hereby. In particular, the parties may release any
press release or make any public disclosure regarding the existence of this
Agreement, the contents hereof or the transactions contemplated herein, only
with the prior approval of all the parties.
The parties will agree on the time, method and contents of any public
announcement regarding the transactions contemplated herein. Notwithstanding the
above, the Company being subject to the rules applicable to listed companies the
shares of which are traded on the Paris Stock Exchange, the parties or the
Company may, as such, be required to make from time to time certain mandatory
filings or announcements in relation to the transactions contemplated herein. In
such a case, the parties shall use their best efforts to coordinate prior to
making any such filing or announcement.
Article 7 - Miscellaneous
7.1 Notices
Any notice, request, demand or other communication given or made with
reference to this Agreement shall be delivered by hand, by fax (with a
copy mailed the same day or the next business day by registered mail,
return receipt requested) or certified or registered mail, postage
prepaid, return receipt requested, and shall be deemed given (i) if
delivered by hand, when so delivered, as evidenced by receipt; (ii) if
faxed (with mailing of a copy thereof) on the next business day
following the day the fax is sent (the date of the fax transmittal
sheet being evidence of the date of sending); or (iii) if mailed by
registered mail, five (5) business days after mailing.
If to the Sellers, to: Xx. Xxxxxxx Xxxxxxx
1, rue Carnot
69450 Saint Xxx au Mont d'Or
If to the Purchaser, to: Metamor Worldwide, Inc.
0000 Xxxx Xxx Xxxxxxx, Xxxxx 0000
Xxxxxxx Xxxxx 00000, XXX
Attention of Xxxxx X. Xxxxxxx
Fax n(degree) (000) 000 0000
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Any party hereto may, by notice in writing served as set forth above,
designate a different address or a different or additional person to
whom such notices or communication are hereafter to be sent.
7.2 Severability - Amendment - Absence of Waiver
(a) If any provision herein, or the application thereof to any
circumstance of this Agreement, is held to be unenforceable,
invalid or illegal by any court, arbitration tribunal,
governmental agency or regulatory body of competent
jurisdiction, such provision shall be deemed deleted from this
Agreement or not applicable to such circumstance, as the case
may be, and the remainder of this Agreement shall not be
affected or impaired thereby and the parties shall negotiate
in good faith to replace the offending provision by another
enforceable, valid and legal provision that has the same or
the most similar economic effect on the transaction
contemplated hereby.
(b) No amendments or modifications to this Agreement, or waiver of
its terms, shall be valid unless in writing signed by each of
the parties hereto.
(c) No delay in the exercise by any party hereto of its rights
hereunder shall be deemed a waiver of such rights. No waiver
by any party hereto of any breach of any covenant, agreement,
representation or warranty hereunder shall be deemed a waiver
of any preceding or succeeding breach of the same or of any
other covenant, agreement, representation or warranty.
7.3 Governing Law - Dispute Resolution
This Agreement shall be construed and enforced in all respects and
exclusively under the laws of France.
Any dispute arising from or relating to this Agreement and its
Appendices shall be submitted to the competent Paris Courts.
However, matters concerning the issuance of the Metamor Shares and the
ownership of the Metamor Shares by the Seller shall be submitted to the
applicable laws and regulations of the United States of America.
7.4 Single Agreement
This Agreement (including the Appendices hereto) expresses the entire
Agreement and understanding of the parties with respect to the matters
set forth herein and supersedes all prior agreements, negotiations,
drafts and understandings among the parties hereto pertaining to the
subject hereof.
All Appendices are hereby incorporated herein by reference.
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7.5 Expenses
The parties shall bear their own costs and expenses incurred in
connection with the preparation and negotiation of this Agreement and
any other agreement or transaction herein contemplated.
7.6 Language
This Agreement has been executed by the parties in English. In the
event a French translation is produced for information purposes only,
the parties agree that the English version shall constitute the only
binding version of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in two
separate originals, on February 4, 1999.
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