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EXHIBIT 2.1
AGREEMENT FOR THE SALE OF SHARES
BETWEEN:
- - THE COMPANIES AND INDIVIDUALS whose names and corporate names are
listed in EXHIBIT 1 hereto,
(hereinafter referred to as the "Sellers"),
ON THE ONE HAND,
AND:
REVOD CORPORATION, a company organized under the laws of the State of
Delaware, United States of America, with its principal office at 1403
Foulk Road, Suite 102, Wilmington, Delaware 19803, United States of
America,
Represented for purposes hereof by its Vice-President, Mr. John E.
Pomeroy, who is duly authorized,
(hereinafter referred to as the "Purchaser"),
ON THE OTHER HAND,
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IN THE PRESENCE OF:
DOVER TECHNOLOGIES INTERNATIONAL, INC., a company organized under the
laws of the United States of America, with its principal office at One
Marine Midland Plaza, Sixth Floor, East Tower, Binghamton, N.Y.
13901-3208, United States of America,
Represented for purposes hereof by its President, Mr. John E. Pomeroy,
who is duly authorized,
(hereinafter referred to as "Dover Technologies"),
PREAMBLE:
A/ The Sellers, as listed in EXHIBIT 1 hereto, together own forty-seven
point sixty-three percent (47.63%) of the capital of Imaje S.A., a
French societe anonyme with a capital of FF. 139,851,100, divided into
[1,398,511] shares of par value one hundred francs (FF. 100), having
its principal office at 9, rue Gaspard Monge, 26500 Bourg les Valence,
registered with the Registry of Commerce and Companies of Romans under
number B 353 282 106 (hereinafter referred to as the "Company").
B/ The Company is specialized in industrial and commercial marking.
Its main activity is the design, manufacture and marketing of
continuous deviated ink-jet printing systems and related supplies.
C/ Certain of the Company's shareholders wish to sell their controlling
interest in the Company, and have requested Clinvest to seek a
purchaser.
Dover Technologies submitted an offer to Clinvest on July 12, 1995,
under whose terms it offered a price of one billion and twenty million
French francs (FF. 1,020,000,000) for one hundred percent (100%) of
the shares and convertible bonds issued by the Company, and Clinvest
accepted such offer.
The parties thereafter entered into negotiations, pursuant to which,
and in particular in consideration of a firm purchase offer made to
Clinvest on September 4, 1995, certain of the Company's shareholders
declared that they were prepared to sell their interests in the
Company to Dover Technologies, and Dover Technologies declared that it
was prepared to purchase such interests in accordance with the terms
and conditions hereinafter set forth.
D/ Dover Technologies has also informed the Sellers of its agreement to
purchase those shares in the Company which are held by other
shareholders than the parties hereto, in accordance with the terms and
conditions hereinafter set forth.
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E/ Finally, Dover Technologies has also negotiated with the shareholders
of Sevres Valence Investissements (hereinafter "SVI") and Pineal, who
are the owners of one hundred and thirteen thousand seven hundred and
ninety (113,790) and twenty-nine thousand two hundred and eighty-nine
(29,289) shares in the Company respectively, for the purchase on the
Closing Date, as defined herein, of a shareholding in both of these
companies.
F/ It has also been agreed that Revod Corporation shall be substituted
for Dover Corporation as Purchaser for purposes of this Agreement;
Dover Technologies shall, however, remain a guarantor of payment of
the Purchase Price.
WHEREFOR, THE PARTIES HERETO HAVE AGREED AS FOLLOWS:
ARTICLE 1: DEFINITIONS
The words and phrases listed below and used in this Agreement shall have the
following meanings:
"Share(s)" shall mean either one share or the
666,175 shares of the Company's
capital, as the case may be,
representing 47.63% of its capital,
which are to be sold to the Beneficiary
by the Sellers on the date hereof;
"Other Shareholders" shall mean those Shareholders of the
Company other than (i) the Sellers,
(ii) Sevres Valence Investissements and
(iii) Pineal;
"Other Shares" shall mean those shares in the Company
held by the Other Shareholders;
"Sellers' Bank" shall mean the branch of the Banque
Nationale de Paris located at 1,
boulevard Bancel, Valence, France;
"Guarantee Agreement" shall mean the Guarantee Agreement of
even date herewith concluded between
the Guarantors and the Purchaser and
including certain representations and
warranties concerning the Company and
its Subsidiaries;
"Escrow Agreement" shall mean the Escrow Agreement of even
date herewith concluded between the
Guarantors' Representative (acting in
the name and for the account of the
Guarantors), the Purchaser and the
Escrow Agent for the purpose of the
Guarantee Agreement;
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"Subsidiaries" shall mean the French and foreign
subsidiaries and sub-subsidiaries of
Imaje S.A. listed in EXHIBIT 2-B
hereto;
"Guarantors" shall mean the individuals or legal
entities who are parties to the
Guarantee Agreement or who shall adhere
thereto after the date hereof;
"Purchase Price" shall mean the price per Share as
defined in Section 3.1 of this
Agreement;
"Escrow Agent" shall mean the branch of Lyonnaise de
Banque located at 23, rue Neuve,
69001 Lyons, France;
"Company" shall mean Imaje S.A. as described in
EXHIBIT 2-A to this Agreement;
ARTICLE 2: SALE
2.1 In accordance with the terms and conditions set forth in this
Agreement, the Sellers hereby sell the Shares to the
Purchaser, who hereby purchases them on the date hereof.
2.2 Each of the Sellers hereby irrevocably waives any pre-emptive
rights or other rights it may have with respect to the Shares,
if applicable, as of the date hereof, including those arising
from the shareholder agreements concluded between the
shareholders of Imaje and from any other agreement by which
such shareholder may be bound or of which it may be a
beneficiary.
2.3 The Company's Board of Directors approved the sale of the
Shares and of all other shares in the Company to Dover
Technologies, with the possibility of substitution, at its
meeting held on September 6, 1995.
2.4 A Guarantee Agreement of even date herewith has been concluded
between the Guarantors and the Purchaser.
2.5 Dover Technologies has substituted Revod Corporation for
itself prior to the date of this Agreement and for purposes of
its performance; however, it shall remain a guarantor of
payment of the Purchase Price.
2.6 The Sellers hereby declare that they do not own any shares in
the capital of the Subsidiaries or any convertible bonds
issued by the Company.
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ARTICLE 3: PRICE
3.1 AMOUNT
The Purchase Price for each of the Shares has been set at a
fixed amount of seven hundred and thirty-four francs (FF.
734.00).
3.2 PAYMENT
The Purchase Price due with respect to the Shares shall be
paid in full on the date hereof in French francs, by bank
transfers, as follows:
3.2.1 Such Purchase Price shall be transferred to account
no. 205 663 76, RIB no. 29 entitled "Selling
Shareholders Imaje" (Actionnaires-cedants Imaje)
opened specially for that purpose by the Sellers'
Bank, which shall be responsible for its distribution
in accordance with the schedule for distribution of
the Purchase Price which has been communicated to it
by the Sellers on the date hereof, and in accordance
with the provisions of Section 3.2.2 hereof.
3.2.2 An amount corresponding to 22.4060% of the Purchase
Price payable to each of the Sellers with respect to
the Shares sold by such Seller (hereinafter the
"Escrow Funds") shall be transferred by the Sellers'
Bank to the escrow account opened for that purpose
with the Escrow Agent for purposes of the Guarantee
Agreement no later than October 2, 1995. Each of the
Sellers may thereafter substitute for such escrow
deposit in cash a deposit in the form of a bank
guarantee upon first request in an amount equal to
the amount of the Escrow Funds, in accordance with
the terms and conditions set forth in the Escrow
Agreement;
ARTICLE 4: SIGNATURE AND TRANSMISSION OF DOCUMENTS
4.1 The Sellers, the Purchaser and the Escrow Agreement have
concluded the Escrow Agreement of even date herewith, and the
Sellers and Purchaser have also concluded the Guarantee
Agreement of even date herewith.
4.2 The Sellers hereby communicate the following documents to the
Purchaser:
a) transfer orders for the transfer of the Shares,
signed by each of the Sellers for the Shares sold by
them;
b) the Company's share transfer register and shareholder
accounts;
c) a certified copy of the decision by the Company's
Board of Directors approving Dover Technologies as a
new shareholder, with the possibility of
substitution;
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d) letters of resignation from all of the Company's
directors, with the exception of Mr. Albert Journo.
4.3 The Purchaser hereby communicates the following documents:
a) to the Sellers' Bank: the Purchase Price for the
Shares as provided for in Section 3.2.1 hereof, by
bank transfer;
b) to the Sellers: a copy of the authorization granted
by the French Treasury for sale of a controlling
interest in the Company to the Purchaser.
ARTICLE 5: OFFER TO THE OTHER SHAREHOLDERS
5.1 The Purchaser hereby undertakes to purchase, in accordance
with the terms of this Section, all of the Other Shares which
are offered to it, at any time from the date hereof onwards
and up to 12.00 p.m. on November 9, 1995, by the Other
Shareholders. The Purchaser may extend such deadline at its
discretion.
5.2 The price per Other Share payable to the Other Shareholders
shall be the same as the Purchase Price. Such amount will be
payable by bank transfer to the order of the Sellers' Bank to
the account entitled "Selling Shareholders Imaje"
(Actionnaires-cedants Imaje) referred to above, against
transmission to the Purchaser of a duly prepared and signed
transfer order, the Sellers' Bank being responsible for
distribution of such price in accordance with the schedule
referred to in Section 3.2.1 hereof.
5.3 Except in the case provided for in Section 5.6 hereof, each of
the Other Shareholders who wishes to sell Other Shares shall,
at the time he hands over his transfer order, adhere to the
Guarantee Agreement under the same terms and conditions as the
Guarantors; the respective liabilities of each of the
Guarantors and Other Shareholders shall be strictly
proportional to the number of Shares and Other Shares sold by
them.
5.4 Except in the case provided for in Section 5.6 hereof, the
Sellers' Bank shall deduct from the price payable with respect
to the Other Shares sold by any Other Shareholder, and pay to
the Escrow Agent, an amount per Other Share sold which shall
be equal to that deducted, in accordance with Section 3.2.2
above, from the price payable with respect to the Shares sold
by the Sellers, it being understood that the Other Shareholder
may thereafter substitute for such cash deposit in escrow a
bank guarantee upon first request, in accordance with such
Section. At the time of transmission of his transfer order,
each of the Other Shareholders who sells Other Shares shall
adhere to the Escrow Agreement under the same terms and
conditions as the Sellers; the respective liabilities of each
of the Sellers and Other Shareholders shall be strictly
proportional to the number of Other Shares sold by them. Such
adhesion, and
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also adhesion to the Guarantee Agreement as provided for in
Section 5.3, shall be by signature of a letter prepared in
accordance with the model set forth in EXHIBIT 4 hereto.
5.5 The offer provided for in this Section shall only be binding
upon the Purchaser insofar as the Other Shareholder who wishes
to sell Other Shares shall agree to transfer (i) all of the
Other Shares he holds, in accordance with the terms of this
Section 5, and (ii) all shares which he holds in the capital
of one of the Subsidiaries. Shares held in the capital of the
Subsidiaries shall be purchased against transmisson of
transfer orders, at a price to be determined on the basis of
the formula set forth in EXHIBIT 3 hereto.
5.6 Those Other Shareholders who hold less than four hundred and
sixty-five (465) Shares on July 12, 1995 and at the time of
their sale to the Purchaser, shall be exempt from adhesion to
the Guarantee Agreement and the Escrow Agreement described in
Sections 5.4 and 5.5 hereof. The share transfer register and
shareholders' accounts of the Company shall define the number
of Other Shares held by the Other Shareholders as of July 12,
1995.
5.7 Each Other Shareholder referred to in Section 5.6 shall
transmit to the Purchaser, at the time he transmits his
transfer order, a declaration in accordance with the model set
forth in EXHIBIT 5 hereto.
5.8 Those Shareholders of SVI and Pineal who have sold their
shares in such companies to the Purchaser also adhere to the
Escrow Agreement and the Guarantee Agreement.
The respective liabilities of each of the shareholders of SVI
and Pineal shall be strictly proportional to the number of
shares in the Company which they shall be deemed to have sold,
indirectly, in accordance with EXHIBIT 6 hereto.
5.9 The Other Shareholders, as well as those SVI and Pineal
shareholders who adhere to the Guarantee Agreement and the
Escrow Agreement, shall be bound by those agreements
retroactively from the date hereof, whatever the effective
date of sale of their shares and their date of adhesion to the
Guarantee Agreement and Escrow Agreement.
They shall bear the consequences of any calling into force of
the Guarantee Agreement by the Purchaser on the same basis as
the Guarantors, even if such entry into force takes place
between the date hereof and the date of effective sale of
their shares and of their adhesion to the Guarantee Agreement
and Escrow Agreement.
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ARTICLE 6: INDIVISIBILITY OF THIS AGREEMENT
The parties hereby agree that their relationship shall be
governed solely by this Agreement, the Guarantee Agreement,
the Escrow Agreement and their respective Exhibits.
ARTICLE 7: FEES AND DISBURSEMENTS
Each of the parties shall bear the fees, expenses and disbursements incurred by
it or which may be payable by it in connection with this Agreement.
ARTICLE 8: GOVERNING LAW
This Agreement shall be governed by the laws of France.
ARTICLE 9: DISPUTES
All disputes concerning the validity, interpretation or performance of this
Agreement shall be submitted to the sole jurisdiction of the Courts of France.
Done at Paris
On September 29, 1995
In three (3) original counterparts
[signed] [signed]
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[signed] [signed]
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