Exhibit 10.16
EXECUTION COPY
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of March 18,
2003 is entered into by and among CA Beverages, Inc. (the "Seller") a
corporation formed and existing in accordance with the laws of the Republic of
Panama, and Inter-American Financial Corporation ("Inter-American") a
corporation formed and existing under the laws of the Republic of Panama.
WHEREAS, Inter-American, Florida Ice & Farm Co. and Heineken Finance,
N.V. entered into a Memorandum of Understanding (the "MOU") dated as of
September 13, 2002, whereby the parties therein agreed to form and incorporate
the Seller and present a bid for 100% of the capital stock of Coca-Cola de
Panama Compania Embotelladora, S.A. a corporation formed and existing under
the laws of the Republic of Panama (the "Target Company") and Cervecerias
Baru-Panama, S.A.
WHEREAS, the Seller was awarded with the wining bid and entered into
a Share Subscription Agreement (the "SSA") with the Target Company on October
2, 2002 in order to purchase 50% plus one share of the capital stock of the
Target Company and therefore acquired direct control of the Target Company and
indirect control of Cervecerias Baru-Panama, S.A.
WHEREAS, the Seller pursuant to the terms and conditions of the SSA
launched a public tender offer for 100% of the shares of the Target Company
not already owned by the Seller, which concluded on December 13, 2002.
WHEREAS, pursuant to Section 2.07 of the MOU the Seller has agreed to
sell to Inter-American all the shares it owns of the Target Company.
NOW, THEREFORE, in consideration of the mutual covenants,
representations and warranties contained herein, and intending to be legally
bound hereby, the parties agree as follows:
1. Purchase of the Shares: Seller hereby sells to Inter-American and
Inter-American hereby purchases 2,570,666 (Two Million Five Hundred Seventy
Thousand six Hundred and Sixty Six) common shares with no par value
(hereinafter defined as the "Shares") of the Target Company.
2. The Price: The purchase price of each of the Shares to be paid by
Inter-American to the Seller is US$ 22.55 per share. Being the aggregate
purchase price
of the Shares the amount of US$ 57,968,518.30 (Fifty Seven Million Nine
Hundred Sixty Eight Thousand Five Hundred Eighteen United States Dollars with
Thirty Cents, the "Purchase Price").
The Purchase Price has been totally paid at the time of execution of this
Agreement by Inter-American to the Seller by the cancellation and set-off of
the total outstanding amount as of the date hereof of US$ US$ 57,968,518.30
under the promissory note issued by the Seller in favor of Inter-American on
October 2nd, 2002.
The Seller declares that it has received the Purchase Price and that it has
duly endorsed and delivered as of the date hereof to Inter-American the
certificate containing the Shares and the Buyer declares that it has received
the Shares, duly endorsed, and to its entire satisfaction.
3. Transfer of Title: Title to the Shares has been transferred on this same
date to Inter-American, pursuant to the Seller's endorsement of the
certificate representing the Shares and by its duly annotation in the Target
Company shareholder's registry records held by HSBC Bank USA in the Republic
of Panama acting as the transfer agent of the Target Company, as well as by
the execution of this Agreement.
4. Representations of the Seller: The Seller hereby represents and warrants to
Inter-American that:
a. It is a corporation (sociedad anonima) incorporated under the laws
of the Republic of Panama;
b. It is the sole owner of the Shares subject to this Agreement as
evidenced by the corresponding entries in the stock registry book of
the Target Company, and that all requirements for the execution of this
Agreement have been completed;
c. It has all the requisite power and authority to execute and deliver
this Agreement;
d. The Shares are fully paid-in and free of any liens or encumbrances;
there is no debt outstanding with respect to the Shares; there is no
prohibition to sell or any other judicial order over the Shares; and
the Shares are free of any third party rights; and
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e. It has not transferred, assigned or endorsed any of the Shares to
third parties or by any other means, which could in any way affect the
transaction described herein.
5. Representations of Inter-American: Inter-American represents and warrants
to the Seller that:
a. It is a corporation (sociedad anonima) incorporated under the laws
of the Republic of Panama, and
b. The person acting on behalf of Inter-American has all the requisite
power and authority to execute and deliver this Agreement.
6. Delivery of Documents: The Seller represents that, as of the date hereof it
has delivered to Inter-American the certificate identified with the number
P-2767-B containing the Shares, as well as an executed copy of this Agreement.
Inter-American represents to the Seller that as of the date hereof, it has
delivered to the Seller an executed copy of this Agreement.
7. Governing Law and Jurisdiction: This Agreement shall be governed, construed
and interpreted in accordance with the laws of the Republic of Panama, without
regard to the conflict of law principles of the Republic of Panama. The
parties hereto consent to the personal jurisdiction of the courts located in
Panama City in any proceeding for the enforcement or interpretation of this
Agreement.
8. Notices: All communications, notices, claims or demands made in accordance
with or relating to this Agreement shall be made in writing and shall be given
or made (and shall be deemed to have been duly given or made upon receipt) by
delivery in person, or by express courier, or by telecopy, to the respective
parties at the following addresses:
For the Seller:
CA Beverages, Inc.
c/o Ave. General Nicanor A. De Obarrio
Apartado 7412, Panama City
Republic of Panama
Telephone: (507) 263-6066
Facsimile: (507) 263-5305
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For Inter-American:
Inter-American Financial Corporation
Torre Dredsner Bank, Piso 7
Calle 50, Panama City
Republic of Panama
Attention: Chief Financial Officer
Telephone: (507) 223-8723
Facsimile: (507) 223-8308
With a copy to:
Panamco L.L.C.
701 Waterford Way
Suite 800
Miami, Florida 33126
Attention: General Counsel
Telephone: (305) 929-0800
Facsimile: (305) 856-3900
9. Counterparts. This Agreement may be executed in any number of counterparts,
all of which shall be considered one and the same Agreement, and shall become
effective when counterparts have been signed by each party hereto and
delivered to each other party. Copies of executed counterparts transmitted via
facsimile or other electronic transmission service shall be considered
original executed counterparts for all purposes of this Section, provided that
receipt of copies of such counterparts is confirmed.
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IN WITNESS WHEREOF, each of the undersigned, intending to be legally
bound has caused this Agreement to be duly executed and delivered on the first
date set forth above.
CA BEVERAGES, INC.
By:
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Name:
Title:
INTER-AMERICAN FINANCIAL CORPORATION
By:________________________________
Name:
Title: