AGREEMENT
ON THE PURCHASE OF
A BUSINESS CONCERN
BETWEEN
PEISMAKER'N AS (The Seller)
AND
NORDINTERIOER AS (The Buyer)
CONTENTS
Page
SALES OBJECT 1
PURCHASE PRICE 1
DATE OF CONVEYANCE 1
SETTLEMENT 2
TAKING OVER OF EMPLOYEES 2
GUARANTEES FROM THE SELLER 2
DEFECTS/DEFICIENCIES OF THE PROPERTY 3
COMPETITIVE QUARANTINE AND CONFIDENTIALITY 3
PREMISES FOR THE PURCHASE 4
DUE DILIGENCE 4
MISCELLANEOUS 4
1. Sales object
The Seller shall sell and the Buyer shall purchase the whole of the Seller's
business activities. The sales object includes all the Sellers current assets,
fixed assets and liabilities, rights and obligations on the date of
conveyance. Hereunder the right to the name PEISMAKER'N and logo.
2. Purchase price
The net purchase price for the sales object is NOK 9,000,000 of which
NOK 6,000,000 in cash and NOK 3,000,000 in Northstar shares. The settlement in
shares shall represent a total of NOK 3,000,000. In connection with a private
placement towards Norges Investor of total of NOK 20,000,000 the share price
is agreed to be NOK 3.21 per share.
The Seller will have issued 934,600 shares of which 467,300 shares are
released 12 months after the date of conveyance and a further 467,300 shares
are released 18 months after the date of conveyance.
The parties have, as basis for the fixing of the purchase price examined the
audited accounts for 1997 together with information on operations and
activities that are shown in further detail in this agreement.
Should the agreement result in an obligation to pay VAT, registration fees,
document fees or other public fees or levies these shall be paid in whole by
the Buyer.
If any claims for guarantee liabilities concerning previously delivered
products or services against the share company PEISMAKER'N ELEMENTPEISER AS
are raised, these shall be covered wholly and solely by the Buyer.
The Seller is not aware that any such claims are currently lodged.
3. Date of conveyance
The Buyer takes over the Sales object against full settlement of the cash part
as owner from and including 05 06 1998 (Date of Conveyance).
The Buyer takes over the business on the basis of the balance at 31.12.1997.
The result of activities from 01.011998 and up to the date of conveyance shall
be the property of the Buyer. As soon as possible after the date of
conveyance, a period accounts shall be presented per the day of conveyance.
4. Settlement
The cash part of the purchase price shall be paid with NOK 6,000,000 on the
date of conveyance to the Seller's account 5138 10 07883 DnB Asker.
Concurrent with the payment of the purchase price the Seller shall present the
following documents.
Documentation that confirms that the Buyer has right of disposal over all
accounts in PEISMAKER'N AS documentation that confirms that the Buyer can
utilise the lease contracts for the production premises at Ticon (Lier)
together with the office premises.
If payment is delayed, interest of 12% per annum will be levied.
5. Taking over of employees
All who are on the day of conveyance employed by the Seller shall be
transferred to the Buyer and the Buyer assumes all responsibility for the
employees and shall keep the Seller indemnified against all and any claims
from employees.
Employees who have received notice of termination of employment but
nonetheless have the right to raise claim or claims for nullification shall be
considered as transferred to the Buyer.
The Buyer shall without delay inform the Seller if claims are put forward in
connection with disputes. The Buyer shall not negotiate/enter into discussions
without first having conferred with the Seller.
6. Guarantees from the Seller
The Seller guarantees to the Buyer:
That annual accounts per 31.12.1997 are presented that form the basis for
the fixing of the purchase price are correct and completed in accordance
with the requirements of the Companies Act and give a true and fair view of
the annual result and financial standing of the company in accordance with
generally accepted accounting principles.
That the Seller is not aware that guarantees or sureties have been lodged
for third parties' obligations.
That the Seller has the right of ownership to all property that is included
in the balance per 31.12.1997 and that these properties will be in the
company's possession in accordance with the period accounts at the date
of conveyance, with the exception of articles that after the last balance
date have been sold or leased out and the desk, chair and fireproof cabinet
which is currently disposed of by Xxxx Xxxxx Xxx (home office).
That the seller is not aware that any agreements exist that may incur the
obligation to sell property or services under market prices or to purchase
such over market prices. The Seller is not aware that any such transactions
have been executed since 31.12.1997.
That the Seller is not aware of any damage that has after 31.12.1997
occurred to the Seller's property or of any compensatory liabilities to third
parties that are not fully covered by insurance.
That the Seller is not party to any court case or other legal proceedings with
suppliers, customers, employees, previous employees or others in connection
with the business: Neither have any claims been lodged against the Seller
that in the Sellers opinion will lead to legal action.
That the Seller is not aware of any serious faults or defects in the
Sellers
goods, business assets, other property and premises in excess of allocations
for redundancy.
That the Seller is not aware of the existence of any obligations that are
not commented on or appear in the accounts dated 31.12.1997 that are or may
become of special importance to the company.
7. Defects/deficiencies of the property
The Buyer has inspected the premises, machines, inventory, technical
equipment, other business/operating equipment and goods. He accepts these in
the condition in which they were at the time of inspection. Defects, hidden
or visible do not therefore provide a basis for price reductions or other
claims against the Seller, except for substantial deviations in conditions
that are guaranteed under section 6 and then in accordance with section 10.
8. Competitive quarantine and confidentiality
The sole shareholder, Xxxx K re Vik shall not, for a period of 65 months run,
participate in, take employment in or be financially engaged in activities in
competition to the Buyer.
The Seller shall keep fully confidential all information concerning the sold
business that may be damaging to the company if they were to reach the public
domain.
9. Premises for the purchase
From the Buyer's side it is a pre-condition that the Company's leasing
contracts can be utilised by the Buyer without substantial changes to the
terms and conditions therein.
The Seller shall, within the date of conveyance, put forward documentation
which confirms that the buyer can utilise the leasing contracts, alternatively
through subleasing.
The Seller commits to working for a period of minimum 3 years from the date
of conveyance for the Buyer. The terms and conditions governing this are
contained in a separate agreement.
10. Due diligence
The Buyer shall, prior to the date of conveyance, have the opportunity to
examine the basic material for the company's accounts at 31.12.1997 in order
to verify the basis for valuation assessment. The Buyer has already carried
out an inspection of the Company's stocks.
Due diligence can commence by agreement with the Buyer and shall cease
prior to the date of conveyance. The Buyer shall sign a non-disclosure
agreement prior to the commencement of due diligence investigations.
If during the investigation the Buyer uncovers faults and defects that are
not shown in the annual accounts per 31.12.1997 and that have not been
previously mentioned and which are of significance for the completion of the
transaction, the Buyer shall immediately inform the Seller of this and at the
latest one week after due diligence shall be completed. The Buyer cannot put
forward claims for price reductions unless faults and defects together with
any added-value in the balance amount to more than NOK 250,000.-. The Buyer
cannot claim any other faults or defects grounds.
If the Buyer puts forward a demand for a reduction in the price,
PEISMAKER'N AS or Xxxx Xxxxx Xxx may cancel the agreement without any
financial liability.
11. Miscellaneous
11.1 Disputes on the validity or interpretation of this agreement and any
other dispute that may arise in connection with this agreement shall
be solved by normal court proceedings with the legal venue in Oslo.
11.2 The Buyer must himself obtain all the necessary public and private
law and legislative permits/concessions etc. that result from the
purchase with the exception of section 9.
11.3 The Seller shall ensure that the name change is entered into the
National Business Register as soon as the agreement is completed. The
Seller's new company shall not include the word PEISMAKER'N or other
wordings/formulations that can be mistaken for this. The same applies
to other companies controlled by Xxxx Xxxxx Xxx.
11.4 The present agreement replaces the agreement of 20.04.1998
The agreement is signed in two original copies of which each party keeps one.
Oslo, May 9th 1998
As Seller As Buyer
Xxxx Xxxxx Xxx Stian Xxxxx
By authority By authority
The undersigned Xxxx Xxxxx Xxx acknowledges herewith section 8 as binding for
him.
/s/Xxxx X. Xxx /s/Stian Xxxxx)
