EXHIBIT 10.29
From: | Bruker Invest AG, a stock company, organized under the laws of Switzerland, having its registered office at Industriestrasse 26, Fallenden, CH-8117, Switzerland and registered with the Commercial register of canton Zurich under the number CHE-100.756.943 (the “Promisor”); |
To: | Tecfin S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of Grand Duchy of Luxembourg, having its registered office at 53, boulevard Royal, L – 2449 Luxembourg and registered with the Trade and Companies Register of Luxembourg under number B216066 (the “Beneficiary”) |
Strictly Private and Confidential
December 23, 2023
Re: Put Option
Dear Sirs:
Reference is made to our recent discussions relating to the contemplated acquisition of, directly or indirectly, all the issued interests in the share capital of TecInvest S.à. r.l, a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 53, boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Trade and Companies Register of Luxembourg (Registre de Commerce et des Sociétés de Luxembourg) under number B 194689 which currently holds a majority stake in the EliTech group; collectively with all related transactions as contemplated under the Share Purchase Agreement and notably the Pre-Closing Reorganizations (as such term is defined in the Share Purchase Agreement) described in Annex 6.1 of the Share Purchase Agreement to be implemented by the Beneficiary at or prior to Closing, the “Transaction”.
The Promisor acknowledges that before the Beneficiary and the other Sellers are in a position to take any decision to enter into any binding agreement with respect to the contemplated Transaction, the French Works Council (as defined below) must be informed of and consulted with respect to the contemplated Transaction, and (ii) the Dutch Works Council (as defined below) must be informed of and requested for its advice in connection with one step of the Carve-Out Reorganization (as such term is defined in the Share Purchase Agreement), being the acquisition of 100% of the shares in Elitech Group B.V. by TecFin S.à.r.l. from ELITechGroup Benelux B.V.
This letter agreement (the “Put Option Agreement”) sets forth the Promisor’s irrevocable commitment to acquire all the Transferred Securities on the terms and subject to the conditions set forth in (i) a Share Purchase Agreement (including any and all schedules hereto) in the final and agreed form attached hereto as Annex I (the “Share Purchase Agreement”) and (ii) a Warranty Agreement (including any and all schedules hereto) in the final and agreed form attached hereto as Annex II (the “Warranty Agreement”, together with the Share Purchase Agreement, the “Transaction Agreements”).
Concomitantly with the execution of the Put Option Agreement by all its Parties, the Promisor shall secure an insurance policy for the benefit of it and/or the Promisor’s group to cover losses arising in respect of any breach of and claim in relation to the Business Representations set forth in the Warranty Agreement (the “W&I Insurance”).
Capitalized terms used in this Put Option Agreement and not otherwise defined shall have the meanings ascribed thereto in the form of Share Purchase Agreement attached hereto.
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(such earlier time being the "Put Option Expiry Time").
The Promisor acknowledges that before the Beneficiary and the other Sellers are in a position to take any decision to enter into any binding agreement with respect to the Transaction:
For the purposes of this Put Option Agreement, the Consultation Process shall be deemed completed on the "Consultation Process Completion Date" which shall mean the date on which both (i) the French Works Council has been informed and consulted in connection with the contemplated Transaction pursuant to Article L. 2312-8 of the French Labor Code, as such date is described in Section 2.1(a), and (ii) the Dutch Works Council has been informed and requested for its advice in connection with the Contemplated Decision pursuant to Article 25 of the Dutch Works Councils Act (Wet op de Ondernemingsraden), as such date is described in Section 2.1(b).
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The Beneficiary will provide the Promisor with a draft of the Execution Bring Down Certificate three (3) Business Days prior to the Closing Date to afford the Promisor the opportunity to review and discuss with the Sellers and the Company the draft Execution Bring Down Certificate.
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Please acknowledge your receipt of this Put Option Agreement, and your acceptance of the benefit of the Put Option as an option to require the Promisor to purchase the Transferred Securities in accordance with the terms hereof (which may be exercised by you at your discretion and option), by countersigning this Put Option Agreement and the enclosed copy hereof in the space set forth below and returning one copy to us.
Yours faithfully,
BRUKER INVEST AG
By: /s/ JUERGEN SREGA_
Name: Mr. Juergen Srega
Title: Duly authorized
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Acknowledged and agreed as of the date first set forth above:
TECFIN S.A.R.L.
By /s/ STEFANO DRAGO__
Name: Mr. Stefano Drago
Title: Class B Manager (Gérant de catégorie B)
By: /s/ BENJAMIN MATHU___
Name: Mr. Benjamin Mathu
Title: Class A Manager (Gérant de catégorie A)
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Annex I
SHARE PURCHASE AGREEMENT
Annex II
WARRANTY AGREEMENT