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EXHIBIT 2.1
SHARE PURCHASE AGREEMENT
BETWEEN:
Metamor Worldwide Inc., a company incorporated in the state of Delaware, United
States, with 32,408,448 shares of common stock, par value $0.01 per share,
outstanding December 31, 1998, having its registered offices at 4400 Post Oak
Parkway, Suite 1100, Houston Texas 77027, United States, represented by Peter T.
Dameris acting in his capacity as Senior Vice President, General Counsel and
Secretary, duly authorized for the purposes hereof (the "Purchaser"),
ON THE FIRST HAND
AND:
Delphi Group Plc, a company incorporated in England with Registered Number
1100467, with 29,480,324 shares of 5 pences each issued on the date of execution
hereof, having its registered office at 33 Regent Street, London SW1Y 4NB,
England, United-Kingdom, represented by Tony Reeves, acting in his capacity as
Chief Executive, duly authorized for the purposes hereof (the "Seller"),
ON THE SECOND HAND
WHEREAS:
A. The Seller owns 918,068 shares representing 30.47% of the share capital
giving access to 26.97% of the voting rights of Decan Groupe (referred
to as the "Shares"), a French societe anonyme, having its registered
offices at Saint Didier au Mont d'Or (69370), 6 rue Claude Chappe,
France, with a share capital of FRF 30,134,800 divided into 3,013,480
shares of FRF 10 each, listed on the Paris Stock Exchange Secondary
Market (Second Marche) and registered with the Lyon Registry of
Commerce and Companies under n(degree) B 379 925 969 (the "Company").
B. The Purchaser wishes to acquire from the Seller (and the Seller wishes
to sell to the Purchaser) the Shares on the terms and conditions set
forth herein. In accordance with article 5-4-3 of the Reglement General
du Conseil des Marches Financiers, the Purchaser will, following the
acquisition of the Shares pursuant to this Agreement and of other
shares held by one other shareholder pursuant to one other agreement
entered into by the Purchaser simultaneously with this Agreement,
undertake to offer to buy any remaining shares or other
equity-securities held by minority shareholders through a public tender
offer (offre publique d'achat).
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NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
Article 1 - Purchase and Sale - Price
1.1 Purchase and Sale. Upon the terms and subject to the conditions set
forth in this Agreement, the Seller hereby agrees to sell to the
Purchaser, and the Purchaser hereby agrees to purchase from the Seller,
the Shares with all rights attached and accruing thereto.
1.2 Purchase Price. The global purchase price for the Shares (the "Purchase
Price") shall be equal to EURO 36,722,720 (thirty-six million seven
hundred and twenty-two thousand seven hundred and twenty), i.e., EURO
40 (forty) per share.
The Purchase Price shall be paid by the Purchaser to the Seller in EURO
by no later than 3 p.m. (Paris Time) on February 5, 1999 (the
"Completion Date") by way of direct transfer to the temporary account
opened in the name of the Seller with Banque Lazard Freres et Cie in
Paris with simultaneous instructions to the latter to transfer
immediately such Purchase Price in same day funds by international
money wire transfer to the bank account n(degree) 550/00/06440983, Sort
Code 50 00 00, opened with the National Westminster Bank, located at 15
Bishopsgate, P.O. Box 34, London EC2P 2AP, England United Kingdom
1.3. The obligations of the Seller under this Agreement shall be conditional
upon the announcement in the U.K. of a recommended offer by Adecco for
the shares of the Seller which is planned to be made by the opening of
business in London on February 4, 1999. Should such an announcement be
made, this Agreement will have no further condition. Should the
announcement of a recommended offer by Adecco not occur on February 4,
1999, the Seller irrevocably undertakes to sell the Shares to the
Purchaser under the terms hereof, subject only to receiving an
affirmative vote of the shareholders of the Seller, should such vote be
legally necessary. The Seller agrees to prepare within the seven (7)
business days from the date of this Agreement all necessary
shareholders' communication so that the Seller may satisfy the
requirements of Rule 21 of the Take Over Code and conclude the Sale of
the Shares to the Purchaser.
Article 2 - Completion Matters
On the Completion Date:
2.1 The Seller shall deliver to the Purchaser:
(a) a duly executed share transfer form (ordre de mouvement) in
the name of the Purchaser providing for the transfer to the
Purchaser of the Shares;
(b) a certified copy of the written resolution of the board of the
Seller approving the sale of the Shares to the Purchaser;
(c) a letter of resignation of the Seller as Director of the
Company.
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2.2. The Purchaser shall deliver to the Seller:
(a) satisfactory evidence from Banque Lazard Freres et Cie as to
the payment by the Purchaser of the Purchase Price to the
temporary account of the Seller and the subsequent
international money wire transfer to the bank account of the
Seller with National Westminster Bank referred to above;
(b) a certified copy of the minutes of the board meeting of the
Purchaser approving the purchase of the Shares from the
Seller.
Article 3 - Representations of the Seller and the Purchaser
3.1 The Seller represents and acknowledges as follows:
(a) the Seller is the registered owner of the Shares;
(b) the Seller has a full, unfettered legal right and authority to
enter into and perform its obligations under this Agreement
and to sell and transfer the Shares to the Purchaser;
(c) the execution, delivery and performance of this Agreement by
the Seller have been duly and validly authorized by a written
resolution of the board members of the Seller;
(d) the Shares are fully paid up and free from all pledges, liens,
third-party rights and other encumbrances;
3.2 The Purchaser represents and acknowledges as follows:
(a) the Purchaser is duly incorporated under the laws of the State
of Delaware, United States, and is validly in existence and in
good standing under such laws;
(b) the Purchaser has a full, unfettered legal right and authority
to enter into and perform its obligations under this Agreement
and to sell and transfer the Shares;
(c) the execution, delivery and performance of this Agreement by
the Purchaser have been duly and validly authorized by the
Purchaser's Board meeting held on January 28, 1999; and
(d) upon delivery by the Seller of the executed share transfer
form referred to in 2.1(a) above, the Purchaser will register
forthwith with the financial institution in charge of
registering any transfers of shares of the Company
(etablissement teneur de comptes) the transfer of the Shares
and will provide evidence to the Seller that such transfer has
been validly completed;
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(e) in accordance with article 5-3-1 of the Reglement General du
Conseil des Marches Financiers, the Purchaser undertakes to
request on the Completion Date from the Conseil des Marches
Financiers the authorization to initiate a public tender offer
(offre publique d'achat) on the shares in the Company and in
this respect to comply with any and all regulations issued by
the French and U.S. stock exchange authorities.
Article 4 - Announcements
Except as may be required by any applicable law or regulations and in particular
any French, U.S. or U.K. stock exchange regulations, the parties shall not, and
shall not permit any employee, affiliate, adviser or agent to, make or release
any unilateral announcement with respect to this Agreement or the contents
thereof without the prior approval of the other parties, it being agreed that
the sale of the shares by the Seller will be announced in the U.K. by opening of
business on February 4, 1999. In such case, the parties will agree on the time,
method and contents of any public announcement regarding the transactions
contemplated herein.
Notwithstanding the above, the Company being subject to the rules applicable to
listed companies the shares of which are traded on the Paris Stock Exchange, the
parties or the Company may, as such, be required to make from time to time
certain mandatory filings or announcements in relation to the transactions
contemplated herein. In such a case, the parties shall use their best efforts to
coordinate prior to making any such filing or announcement.
Article 5 - Miscellaneous
5.1 Notices
Any notice, request, demand or other communication given or made by one
party to the other party with reference to this Agreement shall be
delivered by hand, by fax (with a copy mailed the same day or the next
business day by registered mail, return receipt requested) or certified
or registered mail, postage prepaid, return receipt requested, and
shall be deemed given (i) if delivered by hand, when so delivered, as
evidenced by receipt; (ii) if faxed (with mailing of a copy thereof) on
the next business day following the day the fax is sent (the date of
the fax transmittal sheet being evidence of the date of sending); or
(iii) if mailed by registered mail, five (5) business days after
mailing.
If to the Seller, to: Delphi Group plc.
33 Regent Street
London SW1Y 4NB, England
Attention of Richard Pinder
Fax n(degree)(44) 171 287 5951
If to the Purchaser, to: Metamor Worldwide, Inc.
4400 Post Oak Parkway, Suite 1100
Houston Texas 77027, USA
Attention of Peter T. Dameris
Fax n(degree) (713) 627 1059
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Any party hereto may, by notice in writing served as set forth above,
designate a different address or a different or additional person to
whom such notices or communication are hereafter to be sent.
5.2 Severability - Amendment - Absence of Waiver
(a) If any provision herein, or the application thereof to any
circumstance of this Agreement, is held to be unenforceable,
invalid or illegal by any court, arbitration tribunal,
governmental agency or regulatory body of competent
jurisdiction, such provision shall be deemed deleted from this
Agreement or not applicable to such circumstance, as the case
may be, and the remainder of this Agreement shall not be
affected or impaired thereby and the parties shall negotiate
in good faith to replace the offending provision by another
enforceable, valid and legal provision that has the same or
the most similar economic effect on the transaction
contemplated hereby.
(b) No amendments or modifications to this Agreement, or waiver of
its terms, shall be valid unless in writing signed by each of
the parties hereto.
(c) No delay in the exercise by any party hereto of its rights
hereunder shall be deemed a waiver of such rights. No waiver
by any party hereto of any breach of any covenant, agreement,
representation or warranty hereunder shall be deemed a waiver
of any preceding or succeeding breach of the same or of any
other covenant, agreement, representation or warranty.
5.3 Governing Law - Dispute Resolution
This Agreement shall be construed and enforced in all respects and
exclusively under the laws of France.
Any dispute arising from or relating to this Agreement and its Appendix
shall be submitted to the Paris Commercial Court (Tribunal de Commerce
de Paris).
5.4 Single Agreement
This Agreement expresses the entire agreement and understanding of the
parties with respect to the matters set forth herein and supersedes all
prior agreements, negotiations, drafts and understandings among the
parties hereto pertaining to the subject hereof.
5.5 Expenses
The parties shall bear their own costs and expenses incurred in
connection with the preparation and negotiation of this Agreement and
any other agreement or transaction herein contemplated.
5.6 Stamp and Regulation Duties
It is specifically agreed that the Purchaser shall bear any stamp
and/or registration duties which may be payable in connection with the
sale and purchase of the Shares under this Agreement.
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5.7 Language
This Agreement has been executed by the parties in English. In the
event a French translation is produced, the parties agree that the
English version shall constitute the only binding version of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in two
separate originals, on February 3, 1999.
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For Metamor Worldwide, Inc. For Delphi Group plc