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EXHIBIT 2.2
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement"), dated as of June 19, 1996, by
and among Xx. X. Xxxxx ("Doets"), Dr. N. Th.X. Xxxxxxxxxx ("Roozekrans")
(Doets and Roozekrans together hereinafter "the Shareholders"), EuroMed Europe
B.V., a Netherlands corporation ("Purchaser") and wholly-owned subsidiary of
EuroMed, Inc., a Nevada corporation ("EurOMed") and EuroMed.
W I T N E S S E T H:
WHEREAS, Shareholders hold together all of the issued and outstanding shares of
capital stock ("the Stock") of the Netherlands corporation Nydima B.V.
("Nydima") and N.T.P. Consult B.V. ("Consult") (Nydima and Consult together
also referred to as the "Companies"), which together hold all of the issued and
outstanding stock of the Netherlands corporation Mutarestes B.V.
("Mutarestes"), which in turn owns all of the issued and outstanding stock of
Pluripharm International B.V. ("Pluripharm"), which in turn owns all of the
issued and outstanding stock of De Nieuwe Wereld B.V. ("DNW") (Mutarestes,
Pluripharm and DNW together hereinafter to be referred to as the
"Subsidiaries"), and the Shareholders desire to sell and Purchaser desires to
purchase the Stock;
WHEREAS, this Agreement sets forth the conditions subject to which Purchaser
will purchase from the Shareholders all of the Stock;
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WHEREAS, in addition to this Agreement the Shareholders have in a separate
agreement (the Pluripharm Stock Purchase Agreement) agreed to sell to
Purchaser, by means of the present sale of the Companies, the stock in the
Subsidiaries;
WHEREAS, the Shareholders have personally assumed certain liabilities vis-a-vis
Purchaser and Purchaser and EuroMed have accepted certain liabilities vis-a-vis
the Shareholders as set out in the Pluripharm Stock Purchase Agreement in
relation to the Subsidiaries.
NOW, THEREFORE, in consideration of the mutual representations, warranties and
covenants herein contained, and on the terms and subject to the conditions
herein set forth, the parties hereto hereby agree as follows:
ARTICLE 1 PURCHASE OF THE STOCK
1.1 Subject to the terms and conditions contained herein and the
conditions precedent included in the Pluripharm Stock Purchase
Agreement, Purchaser agrees to purchase the Stock from the
Shareholders, and the shareholders agree to sell the Stock to
Purchaser at the Closing (as defined in the Pluripharm Stock Purchase
Agreement).
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1.2 The Stock consists of 40 shares with a par value of NLG 1,000 in the
capital stock of each of Nydima and Consult, which shares represent
all of the outstanding stock of Nydima and Consult.
ARTICLE 2 PURCHASE PRICE
The purchase price amounts to the aggregate of:
- NLG 10,000,000;
- 850,000 shares of EuroMed stock with a par value of $0.01;
- the intrinsic value of the Stock decreased with the value of the
Subsidiaries as such value appears from the balance statement of the
Companies per 1 July 1996.
ARTICLE 3 THE PLURIPHARM STOCK PURCHASE AGREEMENT
3.1 In addition to the present agreement the parties have entered in the
Pluripharm Stock Purchase Agreement, which agreement sets out the
terms and conditions agreed between the parties in respect of the
Subsidiaries.
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ARTICLE 4 CLOSING
4.1 At the Closing:
- the Shareholders will deliver the Stock to Purchaser, by means
of the execution of a notarial deed to be executed by civil
law notaries Van Apeldoorn/Taselaar at Ede, the Netherlands,
- the purchase price will be paid and the EuroMed Stock will be
delivered to the Shareholders; such other actions will be
taken as have been agreed in the Pluripharm Stock Purchase
Agreement and as will be necessary to complete the
transactions envisaged by this Agreement and the Pluripharm
Stock Purchase Agreement.
ARTICLE 5 REPRESENTATIONS AND WARRANTIES
5.1 With respect to the Subsidiaries the Shareholders make such
representations and warranties as have been set out in the Pluripharm
Stock Purchase Agreement,
5.2 With respect to the companies the Shareholders make such
representations and warranties and such promises to Purchaser as will
be required from Purchaser by B.V. Holding Maatschappij "De Hondsrug"
under paragraphs 3, 4, 5 and 6.5 of the draft
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"overeenkomst tot koop en verkoop van registeraandelen", which is
attached as Schedule 1 hereto.
ARTICLE 6 INDEMNIFICATION
The indemnification clauses in the Pluripharm Stock Purchase Agreement apply
equally to this Agreement, be it that in respect of the representations,
warranties and promises made by the Shareholders with respect to the Companies,
the restrictions of Article 12.03.(d) of the Pluripharm Stock Purchase
Agreement do not apply.
ARTICLE 7 ACKNOWLEDGEMENT
7.1 The parties acknowledge that the structure of the present transaction
is favoured by Doets and Roozekrans and has been chosen on their
request. Accordingly the Purchaser has agreed to acquire indirectly
the stock in the Subsidiaries by means of acquiring the stock in the
Companies, under the assumption that it will be able to sell and
transfer immediately upon completion of the present transaction the
Stock in the Companies at the intrinsic value thereof, after having
arranged for the divestment of the Subsidiaries by the Companies.
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7.2 It is acknowledged that any additional costs resulting from the fact
that the structure favoured by Doets and Roozekrans has been chosen
will be charged to Doets and Roozekrans and Doets and Roozekrans
undertake to reimburse Purchaser for such additional costs.
ARTICLE 8 CONSENT AS REFERRED TO IN ARTICLE 1:88 OF THE DUTCH
CIVIL CODE
8.1 By undersigning this Agreement the spouses of Doets and Roozekrans
hereby consent to Doets and Roozekrans entering into the present
transactions and to the entering into by Doots and Roozekrans of the
obligations and the making of the representations and warranties as
mentioned therein, such obligations including indemnification and hold
harmless provisions.
ARTICLE 9 PHARDIS
9.1 The parties acknowledge that Doets and Roozekrans each hold 20% shares
in the capital stock of the Netherlands corporation Phardis B.V.
Purchaser and EuroMed do not object to such shareholding.
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9.2 Doets and Roozekrans will consult with Purchaser before taking any
action in respect of their shares in Phardis B.V., such action to
include the sale of and the voting on such shares.
ARTICLE 10 ENTIRE AGREEMENT
10.1 This Agreement, together with the Pluripharm Stock Purchase Agreement
supersedes all previous agreements and understandings between the
parties concerning the subject matter thereof (including the letter of
intent dated 7 May, 1996 and the amendment thereto dated 23 May, 1996)
and constitutes the entire agreement between the parties with respect
to the subject matter thereof.
ARTICLE 11 CHOICE OF LAWS
11.1 This Agreement and the rights and obligations of the parties hereto
are governed by and construed and enforced in accordance with the
substantive laws of the Netherlands. Any dispute arising under this
Agreement shall be exclusively settled by the competent Court of
Arnhem, the Netherlands.
ARTICLE 12 NO RESCISSION
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12.1 All parties waive their rights to rescind the Agreement,
ARTICLE 13 TERMINATION
13.1 This Agreement shall automatically terminate upon the termination of
the Pluripharm Stock Purchase Agreement,
ARTICLE 14 GUARANTEE OF EUROMED
14.1 EuroMed guarantees the proper performance by Purchaser of its
obligations under this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first written above,
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Xx. X. Xxxxx
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Dr. N. Th.X. Xxxxxxxxxx
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EuroMed Europe B.V.
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EuroMed, Inc.
For consent in accordance with Article 1:88 Dutch Civil Code
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spouse Xx. X. Xxxxx spouse Mr. N. Th.X. Xxxxxxxxxx