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EXHIBIT 2.2
A. PROT. 1999/27 Formal Copy
NOTARIAL DEED
SHARE PURCHASE AND TRANSFER AGREEMENT
negotiated at Basle/Switzerland on March 8, 1999.
Before me, the undersigned notary
STEPHAN CUENI
with his office in Basle/Switzerland appeared:
1. Dr. jur. Christoph Meyer, born June 14, 1970, assistant professor,
Swiss national, domiciled in CH-4054 Basle, Tessinstrasse 34,
personally known,
not acting for himself, but as an entrusted attorney-in-fact under
exclusion of any personal liability for
NEPTUNO Verwaltungs- und Treuhand-Gesellschaft mit beschrankter
Haftung, a company with limited liability having its corporate seat at
D-50667 Cologne, Unter Sachsenhausen 4, registered in the Commercial
Register at the local court at Cologne under HRB 4847, in accordance
with the attached original power-of-attorney dated March 3, 1997
hereinafter "Seller" -
2. Dr. Hans-Jorg Ziegenhain, born August 9, 1961, attorney-at-law, German
national, domiciled at D-61476 Kronberg, Wilhelm-Bonn-Strasse 6c,
personally known, not acting for himself, but as attorney-in-fact
presenting the originals of hereby certified copies of two
powers-of-attorney dated March 7 and March 4, 1999 (the second
power-of-attorney only to be attached due to the Secretary's
Certificate contained therein) and released from the restrictions
imposed by Section 181 German Civil Code for
a) Venture Verwaltungs GmbH i. Gr., with corporate seat at
D-61118 Bad Vilbel, Wenzel-Jaksch-Strasse 6a, to be registered
in the Commercial Register of the local court of Bad Vilbel,
according to the attached certified copy of the deed of
formation of Venture Germany GmbH and Venture Verwaltungs GmbH
dated March 7, 1999.
- hereinafter "Purchaser" -
b) Venture Holdings Trust, grantor trust under the laws of the
State of Michigan with its seat in 33662 James Pompo Drive,
Fraser, Michigan 48026, U.S.A.
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The notary has explained the conflict of interest rules under Sec. 3 Subsec. 1
No. 7 of the German Notarization Act. The question, whether any conflict in
the meaning of this provision exists has been denied by the deponents.
The deponents, acting as described, asked for the notarization as follows:
SHARE PURCHASE AND TRANSFER AGREEMENT
among
NEPTUNO VERWALTUNGS UND TREUHAND-GESELLSCHAFT MBH,
50667 Cologne
- hereinafter "Seller" -
and
VENTURE VERWALTUNGS GMBH I. GR.,
Wenzel-Jaksch-Strasse 6a,
61118 Bad Vilbel
- hereinafter "Purchaser" -
and
VENTURE HOLDINGS TRUST,
Fraser, Michigan, U.S.A.
PREAMBLE:
The registered capital of Peguform GmbH, Botzingen, registered in the trade
register of the local court at Freiburg/Breisgau, under HRB 1129 amounts to DM
70,000,000. Seller holds a participation of 1% consisting of three quotas in the
nominal amounts of DM 300,000, DM 300,000 and DM 100,000, totalling to DM
700,000 (hereinafter jointly referred to as the "Shares").
ss. 1
Seller hereby sells and transfers the Shares to Purchaser under the conditions
precedent
- - of the transfer of the remaining 99% participation in the registered
capital of Peguform GmbH to Venture Beteiligungs GmbH i. Gr., Wenzel-
Jaksch-Strasse 6a, 61118 Bad Vilbel, and
- - the payment of the purchase price according to Sec. 3. Purchaser
accepts such sale and transfer.
ss. 2
Seller warrants that it is the sole shareholder of the Shares, that the Shares
are not encumbered with any third party rights and that it can fully dispose of
them. The registered capital is fully paid and has not been repaid. Apart from
that, seller does not give any warranties.
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ss. 3
The purchase price is DM 1,881,052 (in words: German Marks one million
eighthundred eightyone thousand fiftytwo). The Purchase Price is payable on the
day of the transfer in accordance with Sec. 1, free of charges to the account of
Seller with Bankhaus Sal. Oppenheim Jr. & Cie., Kommanditgesellschaft auf
Aktien, Koln, Konto Nr.: 13215 (BLZ 370 302 00).
ss. 4
Venture Holdings Trust hereby guarantees Seller the payment of the purchase
price in accordance with Sec. 3 of this Agreement.
ss. 5
Changes of and amendments to this Agreement shall only be valid if done in
writing, unless notarial form is required.
If any provision of this Agreement should be or become invalid or unenforceable,
the validity of the remaining clauses of this Agreement shall not be affected.
Instead of the invalid or unenforceable provision such provision is deemed to
have been agreed between the parties which is an equivalent to the invalid or
unenforceable provision. In the case of gaps, such provision should be deemed as
agreed which would have been agreed on by the parties, if the parties would have
had considered the gap.
This Agreement is governed by the laws of the Federal Republic of Germany.
The costs of this deed and all cost in connection with the Agreement shall be
borne by the Purchaser.
In witness thereof, this Share Purchase and Transfer Agreement was read aloud by
me, the notary to the deponents, approved by the deponents and signed by the
deponents and by me, the notary, who affixed also his official seal.
Basle, this 8th day of March, 1999
(Signatures and Notarial Seal)