SHARES PURCHASE AGREEMENT
Exhibit 99.2
This Shares Purchase Agreement is made and entered into on May 15, 2008, by and among
Preformed Line Products Company, an Ohio corporation (“Purchaser”), Xxxxxxxxx Xxxxxx Xxxxxx (“Xxx.
Xxxxxx”), as grantor and beneficiary of the Xxxxxxxxx Xxxxxx Xxxxxx XXX Trust under agreement dated
April 21, 2008 (“XXX Trust”) and National City Bank (“NCB”), as Trustee of the XXX Trust
(collectively Xxx. Xxxxxx and NCB, as Trustee of the XXX Trust, the “Sellers”).
RECITALS
A. Purchaser’s Common Shares, $2 par value, (the “Common Shares”) are traded on the NASDAQ
National Market (the “NASDAQ”) under the symbol “PLPC” and Purchaser is a reporting company under
the Securities Exchange Act of 1934, as amended. As a result, financial and other material
business information about Purchaser is publicly available.
B. NCB, as Trustee of the XXX Trust, is the beneficial owner of 10,400 shares held by the XXX
(“XXX Shares”);
C. NCB, as Trustee of the XXX Trust, has no investment discretion over the purchase or sale of
assets held in the XXX Trust;
D. Xxx. Xxxxxx has authority under the terms of the XXX Trust to direct the purchase and sale
of assets held in the XXX Trust and approached Purchaser regarding her desire to sell the XXX
Shares to Purchaser;
E. In response to Xxx. Xxxxxx’x inquiry, Purchaser after due consideration, including
discussion among the Board of Directors and management regarding alternative uses for the
Purchaser’s available cash, and the review and approval of the proposed transaction by (i) the
Purchaser’s Audit Committee of the Board of Directors, which is comprised solely of independent
directors, and (ii) the Board of Directors, expressed a desire to purchase the XXX Shares, under
the terms and conditions hereinafter set forth.
F. Xxx. Xxxxxx has directed NCB, as Trustee of the XXX Trust, to enter into this Agreement in
order to sell the XXX Shares to Purchaser.
Accordingly, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows.
AGREEMENT
1. Purchase and Sale of the XXX Shares. Upon the execution and delivery of this
Agreement, NCB, as Trustee of the XXX Trust, shall sell, transfer, assign, bargain and convey to
Purchaser 10,400 Common Shares of the Purchaser at a purchase price of $42.24 per share.
Simultaneously with the execution and delivery of this Agreement, NCB, as Trustee of the XXX Trust,
shall effectuate the transfer of the XXX Shares being sold,
transferred, assigned, bargained and conveyed pursuant hereto, into
the name of Purchaser, and
Purchaser shall pay NCB, as Trustee of the XXX Trust, $439,296.00 for the XXX Shares (the
“Purchase Price”) by the delivery of cash by wire transfer to the NCB account in the name of the
XXX Trust. NCB has provided Purchaser with written wire transfer instructions. Xxx. Xxxxxx, as
the grantor of the XXX Trust with authority to direct the sale of the XXX Shares, acknowledges and
agrees that the Purchase Price was negotiated in good faith between the parties and that, in
connection with such negotiations, references were made by the parties to the historical trading
volume and trading prices of the Purchaser’s Common Shares on the NASDAQ.
2. Representations and Warranties of Purchaser. Purchaser hereby represents and
warrants to Sellers as follows:
(a) Purchaser has the requisite power and authority to execute, deliver and perform its
obligations under this Agreement. This Agreement constitutes the valid and binding obligation of
Purchaser enforceable against it in accordance with its terms, except as such enforceability may be
limited by bankruptcy, moratorium or other laws relating generally to the enforcement of creditors’
rights.
(b) The execution, delivery and performance of this Agreement does not and will not (i)
violate any law, regulation, judgment, decree, order or other directive of any court or
governmental agency currently applicable to or binding upon Purchaser, or (ii) breach or constitute
a default under any agreement to which Purchaser is a party or by which it is bound.
3. Representations, Warranties and Covenants.
Xxx. Xxxxxx hereby represents and warrants to Purchaser as follows:
(a) Xxx. Xxxxxx has the necessary legal capacity, power and authority to execute, deliver and
carry out the terms and provisions of this Agreement and to consummate the transactions
contemplated hereby, and has taken all necessary action to authorize the execution, delivery and
performance of this Agreement.
(b) The execution, delivery and performance of this Agreement does not and will not, and the
consummation of the transactions contemplated hereby will not (i) violate any law, regulation,
judgment, decree, order or other directive of any court or governmental agency applicable to or
binding upon Xxx. Xxxxxx, (ii) breach or constitute a default under any agreement to which
Xxx. Xxxxxx is a party or by which Xxx. Xxxxxx is bound, or (iii) result in the imposition of any
liens under, cause or permit the acceleration of any obligation under, or violate or conflict with
the terms, conditions or provisions of, any note, indenture, security agreement, lease, guaranty,
or other contract, agreement or instrument to which Xxx. Xxxxxx is a party or by which Xxx. Xxxxxx
or any of the XXX Shares are bound.
(c) This Agreement has been duly and validly authorized, executed and delivered by Xxx. Xxxxxx
and, assuming due authorization, execution and delivery by and on behalf of Purchaser, constitutes
a legal, valid and binding obligation of Xxx. Xxxxxx, enforceable in accordance with its terms.
(d) Xxx. Xxxxxx has received and carefully reviewed Purchaser’s filings with the Securities
and Exchange Commission and Purchaser’s press releases posted on
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Purchaser’s website (the filings and press releases, the “Purchaser Disclosure”). Xxx. Xxxxxx
acknowledges that no oral representations have been made or information furnished to Xxx. Xxxxxx or
her representatives that are in any way inconsistent with the Purchaser Disclosure. Xxx. Xxxxxx
confirms that no representations, warranties, or other agreements (whether express or implied) have
been made by Purchaser with respect to the transactions contemplated hereby, except for those
representations, warranties, and agreements that are specifically set forth in this Agreement.
(e) Xxx. Xxxxxx, to the extent necessary, shall, without additional consideration, take such
additional or further actions and execute such other or further documents as may be reasonably
requested by Purchaser in order to evidence, confirm or carry out the transactions contemplated
hereby.
NCB hereby represents and warrants to Purchaser as follows:
(a) NCB, as Trustee of the XXX Trust, has the requisite power and authority to execute,
deliver and perform its obligations under this Agreement. This Agreement constitutes the valid and
binding obligation of NCB, as Trustee of the XXX Trust, enforceable against it in accordance with
its terms, except as such enforceability may be limited by bankruptcy, moratorium or other laws
relating generally to the enforcement of creditors’ rights.
(b) This Agreement has been duly and validly authorized, executed and delivered by NCB, as
Trustee of the XXX Trust, and, assuming due authorization, execution and delivery by and on behalf
of Purchaser, constitutes a legal, valid and binding obligation of NCB, as Trustee of the XXX
Trust, enforceable in accordance with its terms.
(c) There exists no restriction upon the sale and delivery to Purchaser of the XXX Shares by
NCB other than the direction of Xxx. Xxxxxx to enter into this Agreement, which direction NCB has
received. Other than the direction of Xxx. Xxxxxx, which has been obtained, no other authorization
of any court, governmental authority or regulatory agency is required to effect the sale of the XXX
Shares in accordance with the terms hereof.
(d) NCB, as Trustee of the XXX Trust, is the legal owner of the XXX Shares being sold,
assigned, bargained and conveyed pursuant hereto, free from any security interest, pledge, option,
equity, claim or other right or interest of any kind. Upon the sale to Purchaser, Purchaser will
acquire the XXX Shares being transferred, free from any security interest, pledge, option, equity,
claim or other right or interest of any kind.
4. Miscellaneous.
(a) Governing Law. This Agreement shall be construed in accordance with and governed
by the laws of the State of Ohio.
(b) Amendment; Waiver. No modification, amendment or waiver of any provision of this
Agreement will be effective unless such modification, amendment or waiver is in writing and signed
on behalf of the parties hereto. The failure of any party to enforce any of the provisions of this
Agreement will in no way be construed as a waiver of such
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provisions and will not affect the right of such party thereafter to enforce each and every
provision of this Agreement in accordance with its terms.
(c) Construction. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.
(d) Binding Agreement. Except as otherwise provided herein, this Agreement will bind
and inure to the benefit of and be enforceable by Purchaser and Seller and their respective
successors and assigns.
(e) Counterparts. This Agreement may be executed in counterparts, each of which, when
executed, will be an original and all of which taken together will constitute one and the same
agreement.
(f) Entire Agreement. This Agreement embodies the complete agreement and
understanding between the parties hereto with respect to the subject matter hereof and supersedes
or incorporates all prior or contemporaneous understandings, agreements or representations by or
among the parties, written or oral, which may have related to the subject matter hereof in any way.
(g) Recitals. The Recitals are incorporated by reference and made a part of this
Agreement.
(h) Counsel. Each party has had the opportunity to review this Agreement with counsel
of his/her/its choice.
[REMAINDER OF PAGE BLANK]
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IN WITNESS WHEREOF, this Agreement has been executed on behalf of the parties on the date
first written above.
| PURCHASER: | SELLER: | |||||
| Preformed Line Products Company | Xxxxxxxxx Xxxxxx Xxxxxx XXX Trust | |||||
| National City Bank, Trustee of the | ||||||
| /s/ Xxxxxxxx X. Xxxxxxxxxxx | Xxxxxxxxx Xxxxxx Xxxxxx XXX Trust | |||||
General Counsel and Secretary
|
By: | /s/ Xxxxxxxxx Xxxxxx Xxxxxx | ||||
| Its: | Vice President | |||||
| Mrs. Xxxxxxxxx Xxxxxx Drinko, individually and as grantor and beneficiary of the Xxxxxxxxx Xxxxxx Xxxxxx XXX Trust | ||||||
| /s/ Xxxxxxxxx Xxxxxx Drinko | ||||||
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