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EXHIBIT 99.A
STOCK PURCHASE AGREEMENT
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EXHIBIT 99.A
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement"), dated as of March 6, 1997, is
entered into by and between Ravine Partners, Ltd., a Texas limited partnership
("Purchaser"), and The Mortgage Insurance Company of Canada, a corporation
formed under the Canadian Insurance Companies Act ("Seller").
RECITALS
Seller is the owner at the date hereof of 9,433,456 shares of the issued and
outstanding ordinary stock, no par value ("Ordinary Stock"), of Inter-City
Products Corporation, a corporation existing under the Canada Business
Corporation Act ("ICP").
Seller desires to sell and Purchaser desires to purchase 3,989,870 shares of
the outstanding shares of Ordinary Stock currently owned by Seller (the
"Acquired Shares"), upon the terms set forth in this Agreement.
AGREEMENT
Based upon the foregoing and the mutual promises contained herein, the parties
agree as follows:
1. PURCHASE AND SALE OF COMMON STOCK
1.1 Purchase. Upon the terms and subject to the conditions of this
Agreement, on the Closing Date: (i) Seller shall sell, assign, convey, transfer
and deliver to Purchaser or its designee, free and clear of any pledge,
security interest, lien, charge, option, encumbrance or other restriction of
any kind or nature whatsoever ("Lien") the Acquired Shares, and (ii) Purchaser
shall pay to Seller the aggregate cash consideration of Twenty-One Million, Six
Hundred Forty-Five Thousand, Forty-Five Canadian Dollars (CN $21,645,045.00) by
Purchaser's wire transfer of immediately-available funds.
1.2 Closing. Upon satisfaction or waiver of the conditions precedent set forth
in Section 3, and unless this Agreement shall have been terminated and the
transactions herein contemplated shall have been abandoned pursuant to the
provisions of Section 4, a closing with respect to the transactions provided
for in this Agreement (the "Closing") shall take place within three (3)
business days of the date that all of the conditions precedent set forth in
Section 3 are satisfied, or such other time or date as is agreed to in writing
by Seller and the Purchaser (the time and date of such Closing is referred to
herein as the "Closing Date"). The parties will use their best efforts to have
the Closing on March 21, 1997. All proceedings to take place at the Closing
shall take place simultaneously, and no delivery shall be considered to have
been made until all such proceedings have been completed.
2. REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of Seller. Seller hereby represents and
warrants to Purchaser as follows:
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(a) Organization and Power. Seller is a corporation duly incorporated,
validly existing and in good standing under the applicable laws of Canada and
has the requisite corporate power and authority to sell, assign, convey,
transfer and deliver the Acquired Shares and to enter into this Agreement and
perform its obligations hereunder.
(b) Authorization, Execution and Delivery, Etc. The execution, delivery and
performance by Seller of this Agreement and all other agreements contemplated
hereby or necessary in connection herewith and the consummation by Seller of
the transactions contemplated hereby and thereby have been duly authorized by
all necessary actions. This Agreement has been duly executed and delivered by
Seller and is a legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms. Seller: (i) has good and valid
title to the Acquired Shares, free and clear of all Liens; and (ii) upon
delivery of and payment for the Acquired Shares in accordance with Section 1.1
hereof, good and valid title to the Acquired Shares will pass to the Purchaser
free and clear of all Liens.
(c) Third Party Consents. There is no legal impediment to Seller's
consummation of the transactions contemplated by this Agreement, and no filing
or registration with, or authorization, consent or approval of any domestic or
foreign public body or authority is necessary for the consummation by Seller of
the transactions contemplated by this Agreement.
2.2 Representations and Warranties of Purchaser. Purchaser hereby represents
and warrants to Seller as follows:
(a) Organization and Power. Purchaser is a limited partnership duly formed,
validly existing and in good standing under the laws of the State of Texas and
has the requisite partnership power and authority to own, hold and purchase the
Acquired Shares and to enter into this Agreement and perform its obligations
hereunder.
(b) Authorization Execution and Delivery, Etc.. The execution, delivery and
performance by Purchaser of this Agreement and all other agreements
contemplated hereby or necessary in connection herewith and the consummation by
Purchaser of the transactions contemplated hereby and thereby have been duly
authorized by all necessary actions. This Agreement has been duly executed and
delivered by Purchaser and is a legal, valid and binding obligation of
Purchaser, enforceable against Purchaser in accordance with its terms.
(c) Third Party Consents. Other than in connection with compliance with the
▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended ("HSR Act"),
(i) there is no legal impediment to Purchaser's consummation of the
transactions contemplated by this Agreement, and (ii) no filing or registration
with, or authorization, consent or approval of any domestic or foreign public
body or authority is necessary for the consummation by Purchaser of the
transactions contemplated by this Agreement. Purchaser will make its HSR Act
filing as soon as possible after the execution hereof and will diligently
pursue obtaining clearance to acquire the Acquired Shares thereunder.
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(d) Investment Purposes. Purchaser is acquiring the Acquired Shares for its
own account for investment purposes and not with a view to or in connection
with, any distribution thereof within the meaning of the Securities Act of
1933, as amended (the "Securities Act"). Purchaser will not dispose of any
shares of the Acquired Shares in any transaction that violates, or any series
of related transactions that violate, the Securities Act. Purchaser will not
sell any Acquired Shares in Canada except in compliance with applicable
securities laws and in any event will not sell in Canada to of for the benefit
of any resident of Canada for a period of at least 40 days following the
Closing Date. Purchaser has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of
acquiring the Acquired Shares. In making the decision to acquire the Acquired
Shares, Purchaser has relied upon its own independent investigation and, in the
course of such investigation, Purchaser has been provided the opportunity to
examine all documents, and ask all questions of ICP's management, concerning
all matters relevant to this transaction. Other than the representations and
warranties of Seller contained in Section 2.1, Seller has made no
representations or warranties concerning the Acquired Shares, ICP, or any
matter related thereto, that Purchaser is relying on in acquiring the Acquired
Shares.
3. CONDITIONS PRECEDENT
3.1 Conditions to Obligations of Each Party. The obligations of each party
hereunder are subject to the satisfaction on or prior to the Closing Date of
the following conditions, unless waived in writing by Purchaser and Seller:
(a) Waiting Periods. All applicable waiting periods (and any extensions
thereof) under the HSR Act shall have expired or otherwise been terminated.
(b) No Injunction. No court or other governmental body or public authority
shall have issued an order which shall then be in effect restraining, enjoining
or prohibiting the transactions contemplated by this Agreement.
4. TERMINATION
4.1 Termination by Collective Agreement. This Agreement may be terminated at
any time prior to the Closing by the joint written agreement of Seller and
Purchaser.
4.2 Termination by Either Party. This Agreement may be terminated by written
notice by either party to the other at any time prior to the Closing:
(a) if a representation or warranty contained in Section 2.1 or Section 2.2
shall become untrue and the breaching party shall have been afforded reasonable
opportunity to cure such breach; or
(b) if the transactions contemplated by this Agreement have not been
consummated by April 30, 1997 (unless a later date is established by the mutual
written consent of such parties before such date).
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4.3 Effect of Failure by a Party to Consummate Transaction Due to Breach.
Provided that Purchaser, in the event Seller is the breaching party, or Seller,
in the event the Purchaser is the breaching party, is not then in breach of any
of its own obligations under this Agreement, upon (i) termination of this
Agreement due to a breach as described in Section 4.2 (a) or (ii) the failure
of a party to perform its obligations hereunder after all of the conditions
precedent set forth in Section 3 are satisfied, the non-breaching party shall
be entitled to reimbursement of all fees and expenses incurred by the non-
breaching party and to pursue against the breaching party any and all rights
and/or remedies, at law or in equity, to which such non-breaching party may be
entitled.
4.4 Effects of Termination. Except as provided in Section 4.3, upon any such
termination pursuant to this Section 4, neither Purchaser nor Seller shall have
any liability or further obligation to the other party to this Agreement as a
result thereof.
5. MISCELLANEOUS
5.1 Further Assurances. Seller hereby covenants and agrees to and with
Purchaser to execute and deliver such additional instruments of sale,
assignment, conveyance, transfer or delivery and to take such additional
reasonable action as Purchaser may reasonably request to more effectively
transfer to and vest in Purchaser, and to put Purchaser in possession of, or
give Purchaser the benefit or enjoyment of, any and all of the Acquired Shares,
free and clear of any and all Liens.
5.2 Finder's and Broker's Fees. Seller and Purchaser each represent and
warrant to the other that there are no claims (or any basis therefor) for
brokerage commissions, finder's fees or like payments in connection with this
Agreement or the transactions contemplated hereby resulting from any action
taken by either of the Purchaser or Seller.
IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as
of the date first written above.
PURCHASER:
Ravine Partners, Ltd.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, General Partner
SELLER:
The Mortgage Insurance Company
of Canada
/s/ ▇▇▇▇▇ ▇. RATEE
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▇▇▇▇▇ ▇. Ratee, President
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