Exhibit 2.4
Share Purchase Agreement between
Unilabs Group Limited and Unilabs Holdings SA,
dated February 18, 1997
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SHARE PURCHASE AGREEMENT
BETWEEN
UNILABS GROUP LIMITED
AND
UNILABS HOLDINGS S. A.
Relating to 5% of the Shares in Unilabs SA
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February 18, 1997
This Share Purchase Agreement was entered into on February 18, 1997 between the
following parties:
Unilabs Group Limited, a British Virgin Islands corporation with its
registered address at Road Town, Pasea Estate, P.O. Box 3149, Tortola,
British Virgin Islands,
(hereinafter referred to as "Purchaser")
on the first part
and
Unilabs Holdings SA, a Panama corporation with its principal place of
business at ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇,
(hereinafter referred to as "UHP")
on the second part
Introduction
The Purchaser is the majority shareholder of Unilabs SA, a Swiss corporation
(the "Company"), currently holding 74% of the Company's issued and outstanding
share capital.
The Company intends to do an initial public offering ("IPO") by listing its
shares on the Swiss Stock Exchange. For purposes of preparing the IPO, the
Purchaser is prepared to buy an equity interest in the Company.
Based on the foregoing, the Parties agree as follows:
1. Sale and Purchase of Shares
UHP agrees to sell to the Purchaser and the Purchaser agrees to buy from
UHP 800 bearer shares of the Company with a nominal value of Sfrs. 500. --
each, representing 5% of the total of the issued and outstanding share
capital of the Company.
The 800 shares to be sold to the Purchaser are hereinafter referred to as
the "Shares".
2. Purchase Price
The purchase price for the Shares shall be Sfrs. 8'125 -- per share,
representing Sfrs. 6'500'000. -- in the aggregate (the "Purchase Price").
The Purchase Price shall be payable at the Closing (as defined under
Section 3.1 below) by wire transfer to the account to be
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designated by UHP and against delivery of the Shares.
In addition, in the event of an IPO before December 31st, 1998, the
difference between (a) the price per share specified above and (b) the
price per share on the first day of trading on the Swiss Exchange for a
number of shares substantially equivalent to 800 such bearer shares will be
shared equally between the Purchaser and UHP. Accordingly, in such an event
the Purchaser shall pay to UHP a supplemental consideration equal to
on-half of such difference.
3. Closing
3.1 Place and Date
The sale and purchase of the Shares shall be consummated at the offices of
the Company in Geneva, or at such other place as the Parties may agree, no
later than 3 days after the condition precedent set forth in Section 3.2
below has been met (the "Closing Date"). At the Closing the Purchaser shall
execute by wire transfer to the account to be designated by UHP the
Purchase Price against delivery of the Shares.
3.2 Condition Precedent
The sale and purchase of the Shares contemplated herein shall be subject to
the following condition being met on or before February 21, 1997:
Board Approval: Approval of the purchase of the Shares by the board of
directors of the Purchaser.
4. Representations and Warranties of Seller
UGL acknowledges that, in its capacity as heretofore 74% shareholder of the
Company, it possesses all the necessary knowledge about the Company, and
accordingly hereby waives any requirement for representations and
warranties to be made by UHP in connection with the Company and its state
of affairs.
UHP hereby represents and warrants to the Purchaser, that:
(a) As of the signing of this Agreement and at Closing, it is the sole
legal and beneficial owner of the Shares, free and clear of all liens,
encumbrances, options, charges and other claims arising from any
privilege, pledge or security arrangement. UHP has full right and
capacity to transfer and sell the Shares.
(b) Upon delivery of the Shares, the Purchaser will receive good and
valid title to the Shares, free and clear of all liens, encumbrances
or other rights of third parties.
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(c) On the Closing Date, the ownership structure of the Company will
be as follows:
% of capital
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Unilabs Group Ltd.: 79.0%
EIBA: 5.0%
KK Trust AG: 5.0%
Banque Cantonale de Geneve.: 5.0%
UHP: 5.0%
Third Party: 1.0%
5. Miscellaneous
5.1 Costs and Expenses
Each Party shall pay its own legal fees, costs, traveling expenses and
other expenses in connection with this transaction.
5.2 Taxes
Each party shall bear all taxes or other charges which become due by itself
in connection with the execution or performance of this Agreement, such as
securities transfer tax.
5.3 Notices
Communications under this Agreement shall be made in writing by letter,
telex or telefax and addressed as follows:
if to the Purchaser:
UNILABS GROUP LIMITED
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▇▇▇▇▇▇ ▇▇▇
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Tel: ▇▇▇▇ ▇▇ ▇▇▇
Fax: ▇▇▇▇ ▇▇ ▇▇▇
if to UHP:
▇▇▇-▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇
Tel: ▇▇▇▇ ▇▇ ▇▇▇
Fax: ▇▇▇▇ ▇▇ ▇▇▇
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with copy to:
Mr. ▇▇▇▇▇ ▇▇▇▇
Unilabs SA
▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
Tel: ▇▇▇-▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇-▇▇▇-▇▇▇▇
5.4 Entire Agreement
This Agreement embodies the entire agreement between the parties hereto
with respect to the transaction contemplated herein and there have been and
are no agreements or warranties between the parties other than those set
forth or provided for herein. This Agreement may be amended only in writing
through an instrument signed by all the parties hereto.
5.5 Confidentiality
The Parties hereto agree and undertake to keep the terms and contents of
this Agreement strictly confidential and not to disclose any related
information to any third party without a written consent of the other
Parties, unless required to do so by law, a recognized stock exchange or
pursuant to an order of a competent governmental authority of court. In
such an event the Party concerned shall inform the other Parties of such
disclosure.
5.6 Governing Law and Jurisdiction
This Agreement shall be governed by Gibraltarian law. Disputes arising out
of or in connection with this Agreement shall be submitted to the
jurisdiction of the ordinary courts of Gibraltar, venue being Gibraltar.
The Purchaser reserves the right to take legal action against UHP at its
registered offices or at any other competent place of jurisdiction.
UNILABS GROUP LTD. UNILABS HOLDINGS SA
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