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EXHIBIT 2.10
Noble Drilling Corporation
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March 13, 1996
Royal Nedlloyd N.V.
Attn: ▇▇. ▇.▇. ▇▇▇▇▇▇
Boompjes 40
3011 XB Rotterdam
The Netherlands
Neddrill Holding B.V.
Attn: ▇▇. ▇.▇. ▇▇▇ ▇▇▇▇
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Gentlemen:
This letter, when executed by you, will evidence (i) our mutual intent,
as set forth in Section I of this letter, with respect to the proposed
acquisition by Noble Drilling Corporation or its nominee ("Buyer"), of
substantially all the property, assets and rights, tangible and intangible, used
by Neddrill Holding B.V. ("Seller") and its Subsidiaries in the offshore/onshore
contract drilling, accommodation and other oil and gas exploration and
production related service businesses engaged in by Seller or any of its
Subsidiaries as conducted on the date of this letter, and (ii) certain binding
agreements, as set forth in Section II of this letter, relating to the proposed
acquisition. Seller is a wholly owned direct subsidiary of Royal Nedlloyd N.V.
("Parent").
The matters set forth in Section I of this letter constitute an
expression of our mutual good faith intention to negotiate and enter into a
definitive agreement among Buyer, Seller and Parent setting forth in detail the
terms, provisions and conditions for the proposed acquisition. Except for the
matters set forth in Section II of this letter, which constitute binding
agreements among Buyer, Seller and Parent, this letter is not, and is not
intended to be, a binding agreement among Buyer, Seller and Parent (except as to
Section II), and neither Buyer, Seller nor Parent shall have any liability to
the other (except as to Section II) upon the failure to execute a definitive
agreement for any reason.
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SECTION I.
PROPOSED ACQUISITION
1.1. Major Terms of Transaction. Annex I attached hereto and made a
part hereof sets forth the major terms upon which the transactions shall be
based. The terms defined in Annex I are used in this letter with the meanings
therein assigned.
1.2. Purchase Price. The purchase price for the Assets would consist of
(a) the cash amount of US$300,000,000 (subject to adjustment), (b) 5,000,000
shares of common stock, par value $.10 per share, of Buyer, and (c) the
assumption by Buyer of the Contractually Assumed Liabilities.
1.3. Definitive Agreement. Buyer, Seller and Parent would endeavor to
enter into a definitive agreement (the "definitive agreement") setting forth in
detail the terms, provisions and conditions for the proposed acquisition,
including representations, warranties, covenants, conditions, schedules and
exhibits customarily contained in agreements for transactions of a similar
nature and magnitude, and in connection therewith, Annex I would serve as the
basis for further discussion. It is the good faith intention of Buyer, Seller
and Parent to engage in further negotiations regarding the detailed terms,
provisions and conditions of the proposed acquisition and the definitive
agreement.
1.4. Certain Conditions. It is recognized that the proposed acquisition
would be subject to conditions precedent, certain of which would be satisfied
prior to execution and delivery of the definitive agreement, including, without
limitation, matters under the Social and Economic Council Resolution on Rules of
Conduct Relating to Mergers 1975 and the Works Council Act pursuant to which
Parent would seek advice from its Central Works Council, and certain of which
would be contained in the definitive agreement as conditions to closing.
SECTION II.
BINDING AGREEMENTS
2.1. Necessary Information. Seller and Parent shall furnish to Buyer
promptly upon its request all such information regarding Seller and its
business, assets, properties and financial condition which, in the reasonable
judgment of Buyer, is necessary to enable Buyer to conclude its due diligence
relating to the proposed acquisition. Buyer shall furnish to Seller and Parent
promptly upon their request all such information regarding Buyer and its
business, assets, properties and financial condition which, in the reasonable
judgment of Seller and/or Parent, is necessary to enable Seller and/or Parent to
conclude their due diligence relating to the proposed acquisition.
2.2. Public Announcement. Each party shall promptly advise and
cooperate with the others prior to issuing, or permitting any of its officers,
directors, employees, agents or other representatives to issue, any press
release or other information to the press or any third party with respect to the
proposed acquisition, provided that any party may issue a press release after
consulting with the other parties if the party issuing such press release
reasonably believes that
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the issuance of such press release is required by applicable law or the rules of
the NASDAQ Stock Market, New York Stock Exchange, Amsterdam Stock Exchange or
any other applicable securities market.
2.3. Expenses. Except as otherwise expressly provided in this letter,
each of the parties hereto shall assume and bear all expenses, costs and fees
incurred or assumed by such party in connection with negotiations to date
regarding the proposed acquisition and in compliance with and performance of the
agreements contained herein, regardless of whether the parties enter into the
definitive agreement or the transactions contemplated hereby are consummated.
2.4. Exclusive Negotiations. (a) To encourage Buyer to continue and
conclude its due diligence activity relating to the proposed acquisition,
neither Parent nor Seller nor any officer, director, employee, agent, adviser or
representative of Parent or any of its Affiliates shall, directly or indirectly,
solicit any offer from, initiate, encourage or engage in any discussions or
negotiations with, or provide any information to, any third party concerning any
possible proposal regarding any acquisition, merger, take-over bid, or sale of
the Business or the Assets or any sale of shares of the capital stock of Seller
or any of its Subsidiaries engaged in the Business, whether or not in writing
and whether or not delivered to the stockholders of Parent generally (including
without limitation by way of a tender offer), or similar transactions involving
Seller or any of its Subsidiaries (any of the foregoing inquiries or proposals
being referred to herein as an "Acquisition Proposal").
(b) Buyer shall not pursue or otherwise consider any possible proposal
which, in the good faith judgment of Buyer, would jeopardize the proposed
acquisition or the financing by the Buyer thereof. Parent and Seller, taken
together as one entity, preserves all rights to claim the full amount of damages
to which it may be lawfully entitled against Buyer for a breach of this Section
2.4(b). The amount of such damages shall be subject to reduction by the amount
of US$2,000,000 as liquidated damages for all legal, accounting, consulting and
investment advisory fees and expenses incurred by Parent and Seller, taken
together as one entity, in connection with negotiations regarding the proposed
acquisition.
2.5. Preservation of Claims for Damages in Lieu of Termination Fee;
Liquidated Out-of-Pockets. (a) The parties agree that, if the proposed
acquisition contemplated in this letter is not consummated by reason of Parent,
Seller or any of Seller's Subsidiaries entering into an agreement regarding the
Business or the Assets pursuant to an Acquisition Proposal, then Buyer will
suffer substantial damages, including but not limited to, damages for loss of
future profits. Buyer preserves all rights to claim the full amount of damages
to which it may be lawfully entitled against Parent or Seller or any third party
to any transaction that is related to any Acquisition Proposal. The amount of
such damages shall be subject to reduction by the amount of US$2,000,000 as
liquidated damages for all legal, accounting, consulting and investment advisory
fees and expenses incurred by Buyer in connection with negotiations regarding
the proposed acquisition.
(b) Parent shall immediately notify Buyer after receipt of any
Acquisition Proposal or any request for nonpublic information relating to Parent
or Seller or any of Seller's Subsidiaries in connection with an Acquisition
Proposal or for access to the properties, books
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or records of Parent or Seller or any of Seller's Subsidiaries by any person or
entity that informs Parent, Seller or such Subsidiary that it is considering
making, or has made, an Acquisition Proposal. Such notice to Buyer shall be made
orally and in writing and shall indicate in reasonable detail the identity of
the offeror and the terms and conditions of such proposal, inquiry or contact.
Parent shall keep Buyer advised of the status with respect to any such
Acquisition Proposal or request for information.
2.6. Confidentiality. This letter in no way supersedes the
Confidentiality Agreement between Buyer and Seller dated October, 1995.
2.7. Nonbinding Nature of Section I. It is understood by the parties
hereto that Section I of this letter merely constitutes a statement of the
mutual intentions of the parties with respect to the proposed acquisition
outlined herein and does not contain all matters upon which agreement must be
reached in order for the proposed acquisition to be consummated. A binding
commitment with respect to the proposed acquisition will result only from
execution and delivery of the definitive agreement. The provisions of Section II
of this letter, however, are agreed to be fully binding on the parties hereto
upon the execution of this letter, unless and until such provisions are
superseded by the definitive agreement.
2.8. Certain Representations. (a) Each of Parent and Seller represents
and warrants to Buyer that it has full corporate power and corporate authority
to execute and deliver this letter and perform the agreements in Section II of
this letter. The execution and delivery of this letter, and the performance of
the agreements in Section II of this letter, by each of Parent and Seller have
been duly authorized by all necessary corporate action of Parent and Seller.
This letter has been duly executed and delivered by each of Parent and Seller.
(b) Buyer hereby represents and warrants to Parent and Seller that it
has full corporate power and corporate authority to execute and deliver this
letter and perform the agreements in Section II of this letter. The execution
and delivery of this letter, and the performance of the agreements in Section II
of this letter, by Buyer have been duly authorized by all necessary corporate
action of Buyer. This letter has been duly executed and delivered by Buyer.
2.9. Assignment. Neither this letter nor any of the rights, interests
or obligations hereunder shall be assigned by any of the parties hereto without
the prior written consent of the other parties, except that Buyer may assign to
any Subsidiary thereof any of Buyer's rights, interests or obligations
hereunder, provided that such Subsidiary agrees in writing to be bound by all
the terms and provisions of this letter.
2.10. Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered by hand, by telex or
facsimile, or by certified or registered mail, postage prepaid. Any such notice
or communication shall be deemed given upon its receipt at the following
address:
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(a) If to Buyer, at: Noble Drilling Corporation
Attn: ▇▇. ▇▇▇▇▇ ▇. Day
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Telefax: ▇▇▇-▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C.
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Telefax: ▇▇▇-▇▇▇-▇▇▇▇
(b) If to the Seller, at: Neddrill Holding B.V.
Attn: ▇▇. ▇.▇. ▇▇▇ ▇▇▇▇
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Telefax: 31 10 240 5625
with a copy to:
W. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C.
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Telefax: ▇▇▇-▇▇▇-▇▇▇▇
(c) If to Parent, at: Royal Nedlloyd N.V.
Attn: ▇▇. ▇.▇. ▇▇▇▇▇▇
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Telefax: 31 10 400 6190
with a copy to:
W. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C.
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Telefax: ▇▇▇-▇▇▇-▇▇▇▇
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2.11. Severability. If any provision of Section II of this letter is
declared void or unenforceable, such provision shall be deemed to have been
severed from such Section, which shall otherwise remain in full force and
effect.
2.12. Governing Law. This letter shall be governed by, and construed
and enforced in accordance with, the laws of The Netherlands. All disputes in
any way relating to, arising under, connected with, or incident to this letter
shall be litigated, if at all, exclusively in the competent court in Rotterdam,
The Netherlands, and, if necessary, the corresponding appellate courts.
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If the foregoing correctly sets forth the understanding between us with
respect to the proposed acquisition outlined herein, please sign two copies of
this letter in the space provided below and return one executed copy to the
undersigned.
Very truly yours,
NOBLE DRILLING CORPORATION
By: /s/ ▇▇▇▇▇ ▇. DAY
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Name: ▇▇▇▇▇ ▇. Day
Title: Chairman, President and Chief
Executive Officer
ACCEPTED AND AGREED TO
as of the date first
above set forth.
NEDDRILL HOLDING B.V.
By: /s/ ▇.▇. ▇▇▇ ▇▇▇▇
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Name: ▇.▇. ▇▇▇ ▇▇▇▇
Title: Managing Director
ROYAL NEDLLOYD N.V.
By: /s/ H.H. MEIJER
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Name: H.H. Meijer
Title: Member of the Managing Board
[Annex I is omitted pursuant to Item 601.(b)(2) of Regulation S-K. The
Registrant agrees to furnish supplementally a copy of Annex I to the Commission
upon request.]
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