SERVICE CORPORATION INTERNATIONAL
1929 XXXXX PARKWAY
HOUSTON, TX 77219-0548
August 8, 1997
The Xxxxxx Group Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxx, X.X.
V5G 3S8
Attn: Xxxxxxx X. Xxxxxx
Dear Sirs:
Re: Purchase and Sale of Shares of Arbor Memorial Services Inc.
We are writing to confirm the agreement that we have concluded with you.
All dollar amounts in this letter are references to Canadian dollars. To
confirm, the particulars of the agreement are as follows:
Shares to be Purchased: 713,825 Class A Voting Shares (the "Class A
Shares") and 2,213,152 Class B Non-Voting
Shares (the "Class B Shares") of Arbor
Memorial Services Inc. ("Arbor") (the Class A
Shares and Class B Shares are herein referred
to as the "Shares")
Purchase Price: $32.50 per Class A Share and $32.50 per Class
B Share for an aggregate purchase price of
$95,126,752.50 (the "Purchase Price").
Closing: The transaction shall be completed three
business days following the satisfaction of
the COMPETITION ACT (Canada) condition
described below (the "Closing Date") at which
time Service Corporation International
("SCI") will cause its Canadian subsidiary,
Service Corporation International (Canada)
Limited ("SCIC"), to pay the Purchase Price
to The Xxxxxx Group Inc. (the "Seller") by
certified cheque or bank draft against
delivery of share certificates representing
the Shares duly endorsed for transfer with
signatures guaranteed by a Canadian chartered
bank or trust company or a member firm of The
Toronto Stock Exchange. The closing shall
occur at the offices of Tory Xxxx XxxXxxxxxxx
& Binnington at 2:00 p.m. (Toronto time) on
the Closing Date.
-2-
Competition Act: It is a condition precedent to the closing of
this transaction that the Director of
Investigation and Research appointed under
the COMPETITION ACT (Canada) shall have
issued an advance ruling certificate with
respect to the transaction, or the applicable
waiting period under Part IX of the
COMPETITION ACT (Canada) shall have expired
and the Director of Investigation and
Research shall have issued a written opinion
stating that he does not intend to make an
application before the Competition Tribunal
in respect of the transaction.
Representations and Warranties: The Seller hereby represents and warrants to
SCI that:
(a) it owns the Shares free and clear of all
encumbrances and there are no rights of
any third parties, contingent or
otherwise, to acquire any of the Shares;
(b) the Seller has authority to enter into
this agreement;
(c) the Shares are all of the Class A Shares
and Class B Shares directly or indirectly
owned by it and there are no other
instruments or agreements which would
permit the Seller to acquire any
additional securities of Arbor; and
(d) it is not aware of any "material fact" or
"material change" (as defined under the
SECURITIES ACT (Ontario) in relation to
Arbor which has not been generally
disclosed to the public.
The Seller acknowledges that these
representations and warranties are being
relied upon by SCI in its purchases, through
SCIC, of the Shares for the purposes of,
among other matters, ensuring its compliance
with applicable securities laws and that such
representations and warranties will survive
the closing of this transaction of purchase
and sale.
-3-
Covenant of the Seller: The Seller covenants that it will give
written notice of any acquisition of any
Xxxxxxx Shares by the Seller or any of its
"affiliates" (as defined in the meaning of
the SECURITIES ACT (Ontario)) which are
acquired at any time during the 18 month
period after the date hereof, including
details regarding the Seller's acquisition
cost of the Xxxxxxx Shares. For this purpose,
"Xxxxxxx Shares" means any Class A Shares or
Class B Shares owned, or over which control
is exercised, directly or indirectly, as of
the date of this agreement by Xxxxxx X.
Xxxxxxx or members of his immediate family.
Within a three business day period following
such notice, SCI may elect to purchase all,
but not less than all, of such shares (either
directly or through a purchaser designated by
it) by providing written notice to the
Seller. If SCI elects to purchase such shares
they are to be sold by the Seller at a price
equal to the Seller's cost (or the Seller's
affiliate's cost, as the case may be) of the
Xxxxxxx Shares so acquired.
This offer remains open for acceptance until 11:59 p.m., Sunday, August
10, 1997. In order to confirm your agreement with the contents of this
letter, please sign and return the enclosed duplicate copy of this letter to
us.
SERVICE CORPORATION INTERNATIONAL
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President/Treasurer
The Xxxxxx Group Inc. xxxxxx agrees to the terms of this letter agreement
dated August 8, 1997.
THE XXXXXX GROUP INC.
By: /s/ X. XXXXXX XXXXX
-------------------------------
Name: X. Xxxxxx Xxxxx
Title: Vice President, Finance and Investment Management
