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Exhibit 2.13
SHARE PURCHASE AGREEMENT
By virtue of this private instrument, the undersigned parties:
(a) TELEFONICA INTERACTIVA BRASIL LTDA., a limited-liability joint-stock
corporation, duly organized and in existence pursuant to the laws of the
Federative Republic of Brazil, with head office at Rua da Consolacao 247,
6(Degree) andar, sala 28-A, in the City of Sao Paulo, State of Sao Paulo,
registered with the CNPJ under No. 03.185.736/0001-70, through its
Manager-Representative Xx. Xxxxx X. Xxxxxxx, a Brazilian citizen, married, an
attorney, holder of RG Identification Card No. 3.333.998 (SSP/SP), registered
with the CPF/MF [Ministry of Finance Individual Tax Roll] under No.
000.000.000-00, residing and domiciled in the Capital of the State of Sao Paulo,
with office at Rua da Consolacao, 247, 4(Degree) andar, hereinafter to be
referred to as "INTERACTIVA" or "Committed Buyer";
(b) XXXXXX XXXX XXXXX DE XXXXX, a Brazilian citizen, married, a systems analyst,
holder of RG Identification Card No. 5002912995 SSP-RS and registered with the
CPF/MF under No. 164-176.400-78, residing and domiciled in the City of Porto
Alegre, State of Rio Grande do Sul, at Xxx Xxxxxxxxxxx Xxxxxxx, 000, apto. 401
("Xxxxxx" or "Committed Seller");
WHEREAS Xxxxxx is the holder and legitimate owner of 83,068 (eighty-three
thousand, sixty-eight) preferred shares ("Shares"), which on this date represent
0.5% of the current capital stock of Nutec Informatica S.A., a joint stock
corporation with head office in the City of Porto Alegre, State of Rio Grande do
Sul at Rua Silveiro, 1,111, Sub-solo, Morro Santa Tereza, registered with the
CNPJ under No. 91.086.328/0001-67 ("Nutec"), which capital is represented by
16,613,504 shares, 14,538,349 of them being common and 2,075,155 being
preferred;
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WHEREAS by virtue of the Share Subscription Agreement entered into on this date
between the current controllers and Interactiva (the "Subscription Agreement"),
the latter shall subscribe 3,323,498 (three million, three hundred twenty-three
thousand, four hundred ninety-eight) new common shares, representing an interest
equivalent to 16.57% of the total capital stock and controlling interest in
Nutec, which is to be issued, pursuant to the terms of the subscription
agreement;
WHEREAS by virtue of other agreements and conditions contained in the
Subscription Agreement and its annexes, Xxxxxx will remain at Nutec as a
shareholder, it being in the interest of Xxxxxx and Interactiva that in the
event that Silvia's interest in Nutec's total capital increases by a percentage
greater than 1%, Interactiva would acquire Silvia's shares;
IN CONSIDERATION of the above premises, the parties hereby resolve to enter into
this Share Purchase and Sale Agreement, which shall be governed by the terms and
conditions stipulated below:
1. SALE AND PURCHASE
By virtue of this instrument, subject to the terms and conditions
established herein, Xxxxxx promises to sell and transfer to Interactiva such
number of shares as exceed 1% of Nutec's total capital ("Additional Shares'), as
soon as such Shares come to represent a percentage in excess of the one
mentioned above, and at the request of Interactiva, but in any event within a
period not to exceed 45 (forty-five) days after the signing date of this
instrument ("Acquisition Date").
1.2 In view of the provisions of clause 1 above, Xxxxxx promises to maintain the
Shares, until the effective transfer to Interactiva, free and clear of any and
all encumbrances, charges, options, liens, rights of guarantee or rights of
refusal of any kind.
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2. PURCHASE PRICE
The parties to this agreement hereby agree that the total purchase price
of the Additional Shares ("Purchase Price') on the Acquisition Date shall be
R$1,713,990.00 (one million, seven hundred thirteen thousand, nine hundred
ninety Brazilian reais), in addition to the change in the General Price Index -
Domestic Availability (IGP-DI) as reported by the Xxxxxxx Xxxxxx Foundation
(FGV), and interest at the rate of 1% per month, calculated from the signing
date of this Agreement until the Acquisition Date, which must be paid by
Interactiva to Xxxxxx through a credit to a bank current account to be indicated
by Xxxxxx within 48 (forty-eight) hours prior to the actual date of the transfer
of the Shares to Interactiva.
3. FORMALIZATION OF THE ASSIGNMENT AND TRANSFER
Immediately after purchase of the Shares on the Acquisition Date, Xxxxxx
must formalize the assignment and transfer of her Shares to Interactiva, by
signing the share transfer document in the book "Record of the Transfer of
Registered Nutec Shares."
4. WARRANTIES AND REPRESENTATIONS
4.1 Of the Seller:
The Committed Seller warrants and represents to Interactiva that (a) she
has full capacity to enter into this Agreement and that it constitutes a valid
and binding obligation thereon, enforceable pursuant to its terms, and that on
the Acquisition Date she will confirm that the statement contained herein
remains valid through receipt of the Purchase Price and the transfer of the
Shares to Interactiva; (b) the signing of this agreement constitutes a legal,
valid and binding obligation on the parties, enforceable pursuant to its terms;
and (c) the consummation of the transactions provided for herein shall not
constitute nor result in the violation of any term, condition or provision, nor
shall constitute breach or result in the creation of any encumbrance, charge or
lien on any property or asset of the Committed Seller or in accordance with any
agreement to which the Committed Seller may be party or that any of her assets
be bound, nor shall such consummation violate any law, regulation, ruling, order
or decree binding on the Committed Seller.
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4.2 Of the Buyer:
Interactiva declares and warrants to the Committed Seller (a) that is a
corporation duly organized and in valid existence and in complete compliance
with the laws of its jurisdiction; (b) that it has full power and authority to
enter into this Agreement and to consummate the transactions provided for
herein, and that it constitutes a legal, valid and binding obligation on the
parties, enforceable in accordance with its terms; and (c) that the statements
and guarantees provided herein shall remain valid and shall be confirmed on the
Acquisition Date upon acquisition of the Shares and payment of the Purchase
Price by Interactiva.
5. SUNDRY PROVISIONS
5.1 This Agreement is entered into on an irrevocable and unconditional basis,
binding on the parties themselves and their successors of any kind. Neither of
the parties may assign or transfer any rights or obligations deriving from this
Agreement without the express consent of the other, until the final transfer of
Silvia's Shares to Interactiva.
5.2 Any and all communications between the parties must be made in writing and
sent to the addresses of the Parties specified in the preamble to this
instrument.
5.3 This Agreement may only be changed by agreement of the parties and in
writing.
5.4 The parties hereby elect the forum of the court district of Porto Alegre,
State of Porto Alegre, to settle any disputes or litigation as may arise with
respect to this instrument.
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Being therefore in due agreement, the parties hereby sign this instrument in 2
(two) identical copies, in the presence of the two undersigned witnesses, by
virtue of these presents.
Porto Alegre, June 15, 1999
TELEFONICA INTERACTIVA BRASIL LTDA.
[signature]
Name: Xxxxx X. Xxxxxxx
Title: Manager-Representative
XXXXXX XXXX XXXXX DE XXXXX
[signature]
WITNESSES:
1. [signature]
2. [signature]
