EXHIBIT 10.3
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SHARE PURCHASE AGREEMENT
between
Turbon AG
Ruhrdeich 10
D-45525 Hattingen
(in the following "SELLER")
and
Adsero Corp.
0000 Xxxxx Xxxxxx,
Xxxxxx Xxxxx, Xxxxxx, Xxxxxx, X0X 0X0,
and or its designate,
(in the following "PURCHASER")
SECTION 1 SHAREHOLDING
1.1 The SELLER is the owner of 400,000 Shares (in the following "SHARES")
of Turbon International Aktiengesellschaft (in the following
"COMPANY"). This corresponds to 9.928 % of the share capital of the
COMPANY.
1.2 The share capital of the COMPANY is EURO 10,299,974.95 and is divided
into 4,029,000 shares. The COMPANY has its corporate seat at Hattingen,
Germany and is registered in the commercial register of the Essen local
court under HRB 15780. The shares are listed for regulated trading at
the Dusseldorf and Frankfurt stock exchange.
SECTION 2 SALE OF SHARES
2.1 Upon payment of the purchase price for the SHARES
a. the SELLER sells the SHARES to the PURCHASER with all related rights,
titles, and interests including the right to any unpaid dividends and
b. will deliver to the PURCHASER the SHARES on the same day as the payment
in full has been received.
2.2 The purchase price is US$ 14.00 (in words: US DOLLAR fourteen) per
share. Accordingly the total purchase price is US$ 5,600,000.00 (in
words: US DOLLAR fivemillionsixhundredthousand). The PURCHASER agrees
to pay the purchase price as follows:
a) $1,001,000 (US Dollar one million) upon signing of this agreement
b) $4,599,000 (US Dollar four million five hundred ninety-nine
thousand) on or before July 29, 2005
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All payments will be made to SELLER'S account no. 0000000 at
Commerzbank AG Wuppertal, Bank Code 330 400 01, Swift Code XXXXXXXX000.
2.3.1 On or before the payment in 2.2(a) above, the Seller and the Purchaser
will have obtained from each of Xxxxxx Xxxxxxxxxx-Turbon, NCR, and
Capiton AG, respectively the three largest shareholders of the COMPANY,
an irrevocable letter stating that each applicable shareholder agrees
to tender all of the COMPANY'S shares held by themselves, or any
related entity, upon the formal takeover offer by the Purchaser for
US$14.00 in cash with the additional option for a combination of cash
and stock of the Purchaser.
SECTION 3 REPRESENTATIONS AND WARRANTIES
The SELLER guarantees that
3.1 The SELLER is the sole owner of the SHARES; the seller is under no
restrictions of disposal; the SHARES are not encumbered with rights ad
rem or obligatory rights of third parties (in particular liens,
usufruct, transfer of title for providing security, options etc.) nor
are otherwise the object of company law arrangements outside the
statutes of the COMPANY (e.g. sub-participation) and are not being held
in trust on behalf of third parties; and
3.2 no agreements exist to which the SELLER is a party under which the
approval or other cooperation of third parties in this Agreement is
required according to which the transfer of SHARES has to be notified
to third parties and/or the transfer would cause any legally
detrimental consequences for the COMPANY, in particular terminations of
contracts.
3.4. Accrual for restructuring expenses
a. SELLER knows that PURCHASER plans to make an offer to all shareholders
of the COMPANY for the takeover of their shares with the goal to
acquire the majority of the COMPANY. In the course of the Due Diligence
audit to the planned takeover the SELLER informed the PURCHASER about
planned restructuring measures the COMPANY is going to proceed at their
subsidiaries in the Netherlands, Denmark, Finland and Sweden.
b. This said, it is another condition of the PURCHASER, connected to the
purchase of the SHARES, that the SELLER has to ensure, that for all
anticipated cost resulting from the restructuring measures SELLER will
form sufficient accruals, using a portion of the total purchase price
(Section 2.2), in the consolidated balance sheet of the COMPANY at the
day of the purchase of the shares and by this there will be no negative
impact financially or in regard to the balance sheet for the PURCHASER
after the takeover of the majority due to the mentioned restructuring
measures.
c. The SELLER agrees to use a portion of the purchase price to finance the
cost of the mentioned restructuring measures and according to this will
at the day of the sale form an accrual for restructuring measures in
the consolidated balance sheet of the COMPANY in an amount of EURO
2,000,000.00 (in words: EURO two million).
There will be no other representations and warranties.
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SECTION 4 MISCELLANEOUS
4.1 All agreements and understandings with respect to this Agreement, in
particular such which supplement or change this Agreement, must be in
writing in order to be valid. Also the waiver of this written form
requirement must be in writing.
4.2 Should individual provisions of this Agreement be or become invalid,
the validity of the remaining provisions shall not be effected thereby.
The invalid provision shall be replaced by a valid provision which
equals or approximates the intention and purpose of the invalid
provision. The same shall apply if during the implementation of this
Agreement a gap which requires an amendment becomes evident.
4.3 Each party shall bear the costs incurred by it in connection with this
Agreement, including fees and costs of their attorneys and tax
advisors.
4.4 This Agreement shall be subject to the law of the Federal Republic of
Germany and the parties consent to the jurisdiction of German courts.
4.5 Any notices needed to be made under this agreement shall be sent to the
following addresses:
Seller
Xxxxxx XX, Xxxxxxxxx 00, X-00000 Xxxxxxxxx, Xxxxxxx
Fax # 49 (0) 23 24/504-156
Attention: Xx. Xxxxxx Xxxxxxxxxx- Turbon
Purchaser
Adsero Corp., 0000 Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx, Xxxxxx, X0X 0X0,
Fax # 000-000-0000
Attention: Xxxxxxx Xxxxx, CFO, Adsero Corp.
Signed and agreed to as of the date outlined below.
Hattingen - June 22, 2005 Hattingen - June 22, 2005
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Place, Date Place, Date
X. Xxxxxxxxxx Turbon - CEO
M. Pages - Executive Board Member Xxxxxxx X. Xxxxx - CFO
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Name and title Name and title
/s/ Xxxxxx Xxxxxxxxxx Turbon
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/s/ Xxxxxxx Pages /s/ Xxxxxxx X. Xxxxx
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Signature Signature
Turbon XX Xxxxxx Corp.
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