SHARE ACQUISITION AGREEMENT
EXHIBIT
99.14
THIS
AGREEMENT
is made
as of February 9, 2007
BETWEEN:
XXXX
& XXXXXXX XXXXX FOUNDATION TRUST,
a trust
established under the laws of the State of Washington (the
“Holder”)
-
and
-
FOUR
SEASONS HOTELS INC.,
a
corporation existing under the laws of Ontario (the “Issuer”)
WHEREAS
as of
the date hereof, the Holder is the beneficial owner of 1,984,150 limited voting
shares in the capital of the Issuer (each an “Acquired Share” and collectively
the “Acquired Shares”);
AND
WHEREAS
the
Issuer is proposing to enter into an acquisition agreement (the “Acquisition
Agreement”) with FS Acquisition Corp. (the “Purchaser”) that contemplates a
statutory arrangement under the laws of the Province of Ontario (the
“Arrangement”) of the Issuer pursuant to which the Purchaser and the Issuer will
acquire all of the outstanding shares of the Issuer, on
the
terms of, and subject to the conditions set forth in, the Acquisition Agreement
and the plan of arrangement (the “Plan of Arrangement”) attached as Schedule A
to the Acquisition Agreement;
AND
WHEREAS
on the
terms of, and subject to the conditions set forth in, the Acquisition Agreement,
the Arrangement is proposed to be effective on the date of filing the articles
of arrangement of the Issuer in respect of the Arrangement with the director
appointed pursuant to section 278 of the Business
Corporations Act
(Ontario) (the “Effective Date”) and at such time on the Effective Date as will
be specified in writing by the Issuer (the “Effective Time”);
AND
WHEREAS
the
Issuer and the Holder desire to set out their mutual agreement regarding the
proposed acquisition by the Issuer from the Holder of all Acquired Shares,
if
any, owned by the Holder immediately before the Effective Time and the time
of
such proposed acquisition pursuant to the Plan of Arrangement; and
NOW
THEREFORE, in
consideration of the mutual covenants and agreements herein contained, the
parties hereto agree as follows:
ARTICLE I
- SHARE ACQUISITION
|
1.1
|
Subject
to the satisfaction or waiver of such terms and conditions as may
be
contained in the Acquisition Agreement by the parties thereto (including
for greater certainty, the approval of the Plan of Arrangement) and
the
receipt of relief from the issuer bid requirements of applicable
securities laws, if any, required in connection with the transactions
contemplated hereby, the Holder and the Issuer hereby agree that,
with
respect to all Acquired Shares, if any, owned by the Holder immediately
before the Effective Time, the Issuer will purchase for cancellation
from
the Holder and the Holder will sell, at the time provided for such
acquisition in the Plan of Arrangement (the “Foundation Closing”), all
such Acquired Shares in consideration for a cash purchase price per
Acquired Share equal to the same price per share at which the Purchaser
will acquire other limited voting shares of the Issuer from the public
under the Plan of Arrangement, which the parties hereto agree is
an amount
that does not exceed the fair market value per Acquired Share at
such
time.
|
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1.2
|
The
parties hereto specify an amount per Acquired Share equal to US$82.00
per
Acquired Share for purposes of subsection 191(4) of the Income
Tax Act
(Canada).
|
|
1.3
|
The
aggregate purchase price for the Acquired Shares as contemplated
by
Section 1.1 will be payable in accordance with the Plan of Arrangement
or
in the manner as otherwise agreed to by the
parties.
|
ARTICLE II
-
COVENANTS, REPRESENTATIONS AND WARRANTIES
|
2.1
|
The
Holder hereby covenants with, and represents and warrants to, the
Issuer
and acknowledges that the Issuer is relying upon such covenants,
representations and warranties in connection with the purchase for
cancellation of the Acquired Shares,
that:
|
|
(1)
|
the
Holder is a trust duly established and existing under the laws of
the
State of Washington with all power, authority and right to enter
into and
deliver this Agreement and perform its obligations hereunder;
|
|
(2)
|
the
entering into and delivery of this Agreement and the consummation
of the
transactions contemplated herein have been duly approved by all requisite
action by the Holder;
|
|
(3)
|
none
of the entering into and delivery of this Agreement, and the consummation
of the transactions contemplated herein or compliance with the terms
hereof will violate, conflict with, or result in any breach of any
provision of, require any consent, approval or notice under, or constitute
a default under any organizational documents of the Holder;
and
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(4)
|
the
Holder has, and at the Effective Time will have, good and marketable
title
to the Acquired Shares, free and clear of all liens, charges and
encumbrances whatsoever.
|
|
2.2
|
The
Issuer hereby covenants with, and represents and warrants to, the
Holder
and acknowledges that the Holder is relying upon such covenants,
representations and warranties in connection with the sale of the
Acquired
Shares to the Issuer, that the Issuer is a corporation duly incorporated
and existing under the laws of the Province of Ontario with all power,
authority and right to enter into and deliver this
Agreement.
|
ARTICLE III
-
FURTHER ASSURANCES
|
3.1
|
The
parties shall, from time to time, execute and deliver all such further
documents and instruments and do all acts and things as the other
party
may reasonably require to effectively carry out or better evidence
or
perfect the full intent and meaning of this Agreement.
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ARTICLE IV
-
MISCELLANEOUS
|
4.1
|
Nothing
in this Agreement will prevent or restrict the Holder
from:
|
|
(1)
|
transferring,
selling, disposing, optioning, monetizing, pledging, encumbering,
granting
a security interest in, hypothecating or otherwise conveying any
of the
Acquired Shares owned by the Holder on the date hereof, or any right
or
interest therein (legal or equitable), to any person;
or
|
|
(2)
|
exercising
any rights associated with or arising from its ownership of the Acquired
Shares, including any voting rights, at any time prior to the transfer
of
the Acquired Shares in accordance with Section
1.1.
|
|
4.2
|
This
Agreement shall not be assigned by either party without the express
written consent of the other party.
|
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4.3
|
This
Agreement shall be binding on and inure to the benefit of the parties
and
their respective successors and permitted
assigns.
|
|
4.4
|
Time
is of the essence of this
Agreement.
|
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4.5
|
The
Agreement may be amended or modified by written instrument signed
by each
of the parties hereto.
|
|
4.6
|
This
Agreement shall terminate upon the earliest of: (i) February 12,
2007,
unless the Acquisition Agreement shall have been executed and delivered
on
or before such date, (ii) the Foundation Closing, and (iii) the
termination of the Acquisition
Agreement.
|
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4.7
|
This
Agreement shall be governed by and construed in accordance with the
laws
of the Province of Ontario and the federal laws of Canada applicable
therein.
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4.8
|
This
Agreement may be executed in one or more counterparts, whether composed
of
original signatures or facsimile signatures, each of which will constitute
an original, all of which together will be but a single
document.
|
IN
WITNESS WHEREOF the parties have executed this Agreement.
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XXXX
& XXXXXXX XXXXX FOUNDATION TRUST
|
||
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By:
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/s/
Xxxxxxx Xxxxxx
|
|
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Name:
Xxxxxxx Xxxxxx
Title: Investment
Manager
|
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FOUR
SEASONS HOTELS INC.
|
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By:
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/s/
Xxxxxxxx Xxxxxx
|
|
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Name:
Xxxxxxxx Xxxxxx
Title: President
& C.O.O.
|
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By:
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/s/
Xxxxxxxx Xxxxx
|
|
|
Name:
Xxxxxxxx Xxxxx
Title:
Executive Vice President, General
Counsel & Secretary
|
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[Signature
Page to Share Acquisition Agreement for Foundation Shares]
