EXHIBIT 2
August 23, 1996
Cellular Products, Inc.
872 Main Street
Buffalo, NY 14202
Hemagen Diagnostics, Inc. or its nominee, ("Hemagen") hereby offers to
purchase all of the assets of Cellular Products, Inc. ("CPI"), including
without limitation all real estate (excluding, however, 878 Main Street,
Buffalo, NY), cash, accounts receivables, machinery and equipment,
inventory, contracts, and all general intangibles including tradename,
trademarks, patents, copyrights and trade secrets, (the "Assets"), as
follows:
1. Purchase Price. The Purchase Price shall be Six Hundred Thousand
Dollars ($600,000.00), $400,000.00 payable at the time of closing and
$200,000.00 payable on the first anniversary thereafter. In addition,
Hemagen shall assume, on the same terms and conditions given to CPI, up to
$70,000 of the current trade payables of CPI (meaning payables which are not
past due or which have been invoiced to CPI within 90 days before or after
closing). In the event the purchase is made by Hemagen's nominee, Hemagen
will issue an unsecurred guarantee for the deferred payment of the $200,000
due after closing.
2. Conditions to Closing. The obligations of Hemagen to consummate
the transaction herein, unless expressly waived by Hemagen in writing, are
subject to the satisfaction at or prior to closing of each of the following
conditions:
(a) All material consents, approvals and waivers from third
parties and governmental agencies necessary to permit the Debtor to
transfer the Assets to Hemagen as shall have been obtained or provided
for and no such consent, approval or waiver shall have been withdrawn.
(b) This Agreement and the transactions contemplated hereby
shall have been duly approved by the Bankruptcy Court, and the
documents and instruments to be delivered to Hemagen at the closing
shall be in full compliance with applicable law and effective to sell,
convey and assign all of CPI's right, title and interest to all of the
Assets, free and clear of all liens and encumbrances, with Hemagen
permitted to continue operating at 872 Main Street, Buffalo, N.Y.
(c) Since the date of this Agreement, there has not been any
material adverse change in the business or operation of CPI including,
without limitation, the Assets, and CPI has not incurred, or become
subject to, any liability, obligation or commitment of any nature,
except liabilities incurred in the ordinary course of business and
consistent with past practice.
(d) At least 75% of CPI's existing employees agree to accept
employment with Hemagen.
(e) Confirmation by Hemagen based upon audited financial
statements at Hemagen's expense that the financial information
furnished by Debtor is true and accurate.
(f) CPI shall file for an expedited hearing in form and
substance satisfactorily to CPI and Hemagen directing that any
competing offers for the Assets be at least $650,000.
(g) Except to the extent required by fiduciary obligations under
applicable law, CPI, its officers, directors and employees, shall not
directly or indirectly initiate or solicit any proposals for a sale or
purchase of all or substantially all of the Assets. CPI shall
promptly notify and communicate to Hemagen the terms and identity of
any offeror or inquiry.
(h) If the Assets are ultimately sold to a third party, subject
to court direction, Hemagen will be paid $40,000 of any successor high
bid, plus 50% of any amount paid in excess of $650,000 up to but not
exceeding an additional $40,000 in order to reimburse Hemagen for its
out of pocket expenses which CPI and Hemagen agree is commercially
reasonable and necessary to induce Hemagen to enter into and
consummate this transaction.
(i) This Agreement is contingent upon approval of the Bankruptcy
Court after notice to creditors and a hearing, if so requested by the
Court.
If the foregoing is acceptable, kindly indicate your acceptance below
and return a signed copy to Hemagen on or before close of business on
Wednesday, August 21, 1996 or this Offer shall be deemed withdrawn.
HEMAGEN DIAGNOSTICS, INC.
By: /s/ Carl Franzblau
Carl Franzblau, President
Acknowledged and agreed to in accordance with the terms and conditions
outlined herein.
CELLULAR PRODUCTS, INC.
By: /s/ Michael S. Durski
Michael S. Durski, Vice President
By: /s/ James C. D. Hengst
James C. D. Hengst, President
August 29, 1996
Cellular Products, Inc.
872 Main Street
Buffalo, NY 14202
This letter, if accepted by Cellular Products, Inc. ("CPI"), amends
the letter agreement previously executed by Hemagen Diagnostics, Inc.
("Hemagen") and CPI dated August 20, 1996 (the "Letter Agreement") regarding
the purchase all of the assets of CPI. In all other respects, the Letter
Agreement shall remain in full force and effect. The Letter Agreement is
amended as follows:
1. Amendment to Paragraph 2 (h): Paragraph 2(h) is deleted in its
entirety and the following new Paragraph 2(h) is substituted in place
thereof:
"(h) If the Assets are ultimately sold to a third party, subject
to court direction, Hemagen will be paid the lesser of:
(A) the actual out of pocket expenses incurred by Hemagen,
or
(B) $40,000 of any successor high bid, plus 50% of any
amount paid in excess of $650,000 up to but not
exceeding an additional $40,000,
in order to reimburse Hemagen for its out of pocket expenses which CPI and
Hemagen agree is commercially reasonable and necessary to induce Hemagen to
enter into and consummate this transaction. If Hemagen is reimbursed
pursuant to the terms of this Paragraph, then, subject to CPI waiving any
breach of confidentiality claims, Hemagen will make available its findings
to any third party presenting a competing offer. The parties acknowledge
that Hemagen is not able to control the actions of its independent
accountants and therefore Hemagen cannot make any representations regarding
access to the accountants' workpapers or whether the accountants will issue
an opinion regarding the financial records of CPI which a third party may
rely upon."
If the foregoing amendment is acceptable, kindly indicate your
acceptance below and return a signed copy to Hemagen.
HEMAGEN DIAGNOSTICS, INC.
By: /s/ Carl Franzblau
Carl Franzblau, President
Acknowledged and agreed to in accordance with the terms and conditions
outlined herein.
CELLULAR PRODUCTS, INC.
By: /s/ Michael S. Durski
Michael S. Durski, Vice President
By: /s/ James C. D. Hengst
James C. D. Hengst, President