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EXHIBIT #1 (Translation)
PURCHASE/SALE AGREEMENT
between the Chemholding SA, Pian Scairolo, 6917 Barbengo, represented by Xx.
Xxxxxxxx Xxxxxxx, in accordance with Resolution 25 March, 1997 of the Council
of Administration, produced in original form in attachment/enclosure A.
In the capacity of seller, on one side
and
Xx. Xxxx Xxxxxxxxxx, Xxx Xxxxxxx00, 0000 Xxxxxxxx
In the capacity of buyer, on the other side
***
Given that:
a) Chemholding SA is shareholder of Bigmar, Inc., an American company
incorporated in Delaware, with offices located at 0000 Xxxxxxxxxx
Xxxxxx #00, Xxxxxxxx, Xxxx 00000 And who is owner of 1,010,563 (One
million ten-thousand, five hundred sixty-three.) Common shares of
Bigmar, Inc. Of the nominal value of US$0,001 each one, as is
attested to by the attached stock certificate, n. CS 0004 issued the
10th of July, 1996;
b) Also Xx. Xxxx Xxxxxxxxxx is a shareholder of Bigmar, Inc., and owns
973,368 (Nine hundred seventy-three thousand, three hundred,
sixty-eight) common shares of Bigmar, Inc. Of the nominal value of
US$0,001 each one;
c) Together the parties are founding partners and have become
shareholders of Bigmar, Inc. In the measure of the quoted shares
described in the a) and b) dated April 9, 1996 following the "Stock
for Stock Exchange Agreement" of the same date;
d) Bigmar, Inc. is a company with stock quoted in United States NASDAQ
of New York
e) Within the confines of a public offering of Bigmar on the stock
exchange in June 1996, Bigmar, Inc agreed to the provisions in the
corresponding "Underwriting Agreement" which refers to the letter (g)
on page 15 a "Lock-In-Agreement" (also referred to as a
"Lock-Up-Agreement"), that is to say, a limitations clause on the
transfer of title Bigmar, for a certain period of time, with a few
exceptions. Among these exceptions is the transfer of shares in
Bigmar, Inc. By the shareholders, already shareholders at the time of
the agreement to the terms of the above-mentioned "Underwriting
Agreement", to other shareholders because these last agreed to respect
the conditions/rules in the letter (g) on page 15 of said "Underwriting
Agreement"
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f) Chemholding SA also agreed to the provisions in a "Lock-In-Agreement"
with respect to the Pennsylvania Securities Commission, that is to say
a declaration of the limitations of the transfer of title of Bigmar,
Inc. For a certain period, with certain exceptions;
g) Between the parties evolved a divergence such that it rendered
preferable a separation of their interests, both economic and business
related,
all this given
the parties stipulate the following:
1. Chemholding XX xxxxx to Xx. Xxxx Xxxxxxxxxx, who acquires, the quoted
amount of stock in Bigmar, Inc, and better, 1,010,563 (One million,
ten thousand five hundred, sixty-three) common shares of Bigmar, Inc
incorporated in the certificate n. CS 004 issued the 10th of July,
1996, for the total price of Sfr. 825,000 (eight hundred twenty five
thousand)
2.1 The seller is obligated to consign fiduciarily to the Notary Public
Pietro Moggi the stock certificate referenced in the above
paragraph (1) by the 10th of April, 1997
2.2 The Buyer will be obligated to pay Sfr. 825,000 to the account of
Pietro Moggi no. 1655695.01NR.03 (one-six-five-five-six-nine-five-
zero-one-NRzero-three) at the Banca Unione di Credito, located in
Lugano, by the 10th of April, 1997
2.3 As soon as the parties have fulfilled the above-mentioned obligations
(2.1 and 2.2) the Notary Public Pietro Moggi will verify and complete
all of the necessary formalities until such time as the transfer of
ownership of the afore-referenced stocks are transferred to the Buyer
including the procedure of registering it with the "U.S. Securities
and Exchange Commission" when said procedure is necessary. Together
the parties are obligated to immediately fulfill all indispensable
acts with regard to this end, as is requested of the Notary Public
2.4 The Notary Public is entrusted with the responsibility of
investing/depositing immediately the Sfr 825000 and consigning
it to the seller, as soon as he is certain of the proper transfer of
ownership of the aforementioned shares, including the registration with
the "U.S. Securities and Exchange Commission" when this procedure is
necessary.
2.5 In the event that the transfer of ownership cannot be completed by
September 1, 1997, this contract is void and the Notary Public will
return to the seller the title of ownership And the sale price
including interest.
3. The Buyer will respect the conditions of (g) page 15 of the
"Underwriting Agreement" to which the above clause (e) reads as
follows:
For a period of one (1) year after the date of the Prospectus, the
Company and
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each Subsidiary will not, without your prior written consent, directly or
indirectly, issue, register, offer sell, offer to sell, contract to sell, grant
an option for the sale of, assign. Hypothecate, pledge, or otherwise dispose of
any securities of the Company or any Subsidiary (or any security or other
instrument by which its terms is convertible into, exercisable for, or except
for (a) the grant of options by the Company pursuant to stock option plans
approved by the Representative or (b) the transfer of shares of the Company's
Common Stock by the Insiders to (I) any spouse, parent, sibling or lineal
descendants of the Insiders, (ii) any trust for the benefit of such Insiders
(iii) any distributee, legale, or devisee of the Insiders who acquires its
shares by will or operation of law upon the death or dissolution of the Insider,
or (iv) any current holder of Common Stock of the Company, provided that in each
case such transferee agrees in writing to be bound by the terms of this
subsection to the same extent as if they were parties hereto."
to respect the conditions set forth in the "Lock-In-Agreement" with the
Pennsylvania Securities Commission and in particular to not resell, transfer or
dispose of the stock referred to in this contract before June 21, 1997 at a
price lower than US$7.50 per share.
4. The seller guarantees to be owner of the sold stock within the limits
of the law and to the exclusion of any other guarantee. In particular
there is no guarantee as to the value of the stocks and the economic
and accounting situation of Bigmar, Inc.
5. This contract is supported solely by the internal laws of
Switzerland; the application of the law on international rights
private or of international conventions are excluded. However, the
transfer of the stock will have to be ascertained based in the proper
law of the stocks
6. In case of controversy about the interpretation and or execution of
this contract, the parties agree to present it to a single arbitrator
following the procedure of the "Regolamento d'arbitrato di Lugano edito
dalla Camera di commercio, e dell'artigianato del canton Ticino,
edizione marzo, 1997". (Rules of arbitration of Lugano published by the
Chamber of Commerce, of industry and craftsmen, March 1997. Place of
arbitration: Lugano
7. The expenses of the Notary Public and the costs of other professionals
employed by the Notary, including all applicable taxes (franchise
tax)Are the responsibility of the parties, each of whom is responsible
for half. All other expenses tied to the transfer of ownership (i.e.
American tax, registration fees,fee of transfer agent etc.) Are the
exclusive responsibility of the parties in question, and each shall be
responsible for half of the total amount.
Each party assumes responsibility for own legal fees
Six copies, two for each party and two for the notary.
