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Exhibit 2.19
AGREEMENTS RELATED TO THE OLE CORPORATION
In Madrid, on March tenth, nineteen hundred ninety-nine,
A MEETING IS HELD
Between the party of the first part, Xxxx Xxxxx Xxxxx de Buruaga, on behalf of
and representing TELEFONICA INTERACTIVA, S.A. (hereinafter "TI"), a company
domiciled in Madrid, C/ Gran Via 28, with Taxpayer I.D. # A-82/196080. For this
act, he makes use of the authority conferred on him by the corporation
represented through an instrument executed before the Madrid notary, Xxxx
Xxxxxxx Xxxxxxxx Ipiens, on December fourteenth, 1998, officially registered as
number 5.399,
And the party of the second part, Xxxx Xxxxxx Xxxxxx, with Taxpayer I.D. #
46.332.393-C, acting on behalf of and representing the Luxembourg-based company,
INFOSEARCH HOLDINGS, S.A. (hereinafter "INFOSEARCH"), domiciled in Luxembourg.
He is specifically authorized for this act based on the power of attorney
conferred for this purpose.
The parties to the meeting reciprocally acknowledge adequate authority for this
act in the representatives participating and
STATE
I.- That INFOSEARCH is the holder of all corporate shares that make up the
capital stock of the company ORDENAMIENTO DE LINKS ESPECIALIZADOS, S.L.
(hereinafter "OLE"), domiciled in Barcelona, X/ Xxxxxxxx, 000.
II.- That TI and INFOSEARCH have reached different agreements with respect to
the acquisition of the company OLE by TI and the future development thereof.
III.- That in conformity with the foregoing, the parties
AGREE
One.- Purchase of OLE by TI
INFOSEARCH agrees to sell and TI agrees to buy all the shares into which the
capital stock of OLE is divided.
[partially illegible stamp, probably:]
OFFICIAL ASSOCIATION OF COMMERCIAL NOTARIES
XXXXX XXX XXXXXXXX -- Stockbroker
COMMERCIAL NOTARY
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The total price of the above-mentioned sale is two billion (2,000,000,000)
pesetas. With this act, TI delivers, through a transfer of the amount of two
hundred million (200,000,000) pesetas to the account designated by INFOSEARCH,
by way of payment on account with respect to the aforementioned sale. This
amount is deemed to be received with this act.
Legalization of the stock sale will take place within the period set in the
Seventh Agreement of this instrument, once it is reviewed and once the financial
condition and assets of OLE, as shown in the financial statements incorporated
into this agreement as Exhibit 1, are found to be satisfactory.
Two.- Increase of capital stock of OLE
Once the purchase of OLE's stock to which the foregoing agreement refers is
legalized, TI will take two steps to increase OLE's capital in accordance with
the following specifications. TI will take possession of and pay in all shares
created:
a) Increase in the amount of one billion (1,000,000,000) pesetas through a
cash contribution.
b) Increase in the amount of two billion (2,000,000,000) pesetas through a
non-cash contribution consisting of a contribution of assets related to
Portal activity on the Internet, which is currently under development by
TI The valuation of the assets to be contributed in this capital increase
is expressly accepted by the parties.
Three.- Sale of 8% of OLE
TI agrees to sell to the shareholders of INFOSEARCH, for itself or for a third
party, shares of OLE in an amount representing 8% of the company's new capital
stock, once the capital increase in OLE to which the prior point refers has been
effected.
The price of this sale is 400 million (400,000,000) pesetas.
Four. - OLE's Withdrawal from the Stock Market
The parties state their express wish to establish as an objective of their roles
as shareholders of OLE to bring OLE's withdrawal from the stock market to a
successful conclusion at the time when they may obtain the highest value. They
will make every effort to bring this to fruition before July in the year 2000.
Until that time, TI agrees not to carry out subsequent capital increases in OLE,
of which the purpose would be to dilute the shares purchased, as indicated in
the prior point.
[illegible stamp, probably:]
OFFICIAL ASSOCIATION OF COMMERCIAL NOTARIES
XXXXX XXX XXXXXXXX -- Stockbroker
COMMERCIAL NOTARY
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Five -- Management of OLE
Management of OLE will be carried out by the current management team,
integrating into the team individuals deemed suitable by TI and mutually agreed
upon by the parties.
Likewise, the parties will agree upon and evaluate by mutual agreement the
functions, services, tangible assets and human resources belonging to or
assigned to Telefonica Servicios y Contenidos por la Red (TSCR) for the purpose
of integrating those that are most suitable into OLE in the shortest time period
possible.
Six -- Partnership Agreement
A Partnership Agreement will be formalized stipulating future relations between
the partners and elaborating commitments acquired in this instrument. Thus the
Agreement will incorporate other aspects deemed appropriate by the parties,
which will govern the life of the company.
Seven -- Legalization Period
Each and every one of the agreements described in this instrument must be
elaborated and legalized within the next thirty days, since the parties wish to
carry it out as quickly as possible.
Eight -- Suspensive Condition
The effect of all agreements included in this instrument is subject to their
approval by the Board of Directors of Telefonica, S.A., and this must take place
during the current month, March. If this period has elapsed, and the approval
has not been effected, this instrument will be null and void, and INFOSEARCH
will be entitled to keep the amount delivered pursuant to the First Agreement.
In confirmation of their agreement to the foregoing terms, both parties execute
this agreement in two copies, in the place and on the date indicated in the
heading thereto.
[signature] [signature]
For TELEFONICA INTERACTIVA For INFOSEARCH
[handwritten note:] The handwritten change is valid.
[partially illegible stamp, probably:]
OFFICIAL ASSOCIATION OF COMMERCIAL NOTARIES
XXXXX XXX XXXXXXXX -- Stockbroker
COMMERCIAL NOTARY
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ASSETS
B) FIXED ASSETS
II. INTANGIBLE FIXED ASSETS
2. CONCESSIONS, PATENTS AND TRADEMARKS [illegible figures]
[?] COMPUTER APPLICATIONS
9. DEPRECIATION
TOTAL INTANGIBLE FIXED ASSETS
III. TANGIBLE FIXED ASSETS
2. TECHNICAL FACILITIES AND MACHINERY
3. OTHER INSTALLATIONS, FIXTURES AND EQUIPMENT
5. OTHER FIXED ASSETS
7. DEPRECIATION
TOTAL TANGIBLE FIXED ASSETS
XX.XXXXXXXXXXX
5. LONG-TERM SECURITIES PORTFOLIO
7. LONG TERM DEPOSITS AND GUARANTEES
TOTAL INVESTMENTES
TOTAL FIXED ASSETS
D) CURRENT ASSETS
L17. ACCOUNTS RECEIVABLE
1. SALES AND SERVICE RECEIVABLES
4. MISCELLANEOUS RECEIVABLES
5. DUE FROM STAFF/PERSONAL
6. DUE FROM GOVERNMENT
TOTAL ACCOUNTS RECEIVABLE
VI.TREASURY
TOTAL CURRENT ASSETS
TOTAL ASSETS
[partially illegible stamp, probably:]
OFFICIAL ASSOCIATION OF COMMERCIAL NOTARIES
XXXXX XXX XXXXXXXX -- Stockbroker
COMMERCIAL NOTARY
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BALANCE SHEET
LIABILITIES
A) STOCKHOLDERS EQUITY
I. CAPITAL SUBSCRIBED
V. RETAINED EARNINGS
2. LOSSES FROM PREVIOUS YEARS
TOTAL RETAINED EARNINGS
INCOME (LOSS)
TOTAL STOCKHOLDERS EQUITY
D) LONG-TERM DEBT
IV.OTHER CREDITORS
[?] OTHER DEBT
TOTAL OTHER CREDITORS
TOTAL LONG-TERM DEBT
[?] SHORT-TERM CREDITORS
XX.XXXXX CREDITORS
2. DEBT RELATED TO PURCHASES OF GOODS OR SERVICES
TOTAL TRADE CREDITORS
V. OTHER NON-TRADE DEBT
1. OWED TO GOVERNMENT
4. COMPENSATION PENDING PAYMENT
TOTAL OTHER NON-TRADE DEBT
TOTAL SHORT-TERM DEBT
TOTAL LIABILITIES
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EXPENSES
EXPENSES
2. SUPPLIES
A. GOODS USED
B. OTHER OUTSIDE EXPENSES
TOTAL SUPPLIES
3. EMPLOYEE COSTS
A. WAGES, SALARIES AND ACCRUED
B. SOCIAL SECURITY
TOTAL EMPLOYEE COSTS
4. PROVISIONS FOR DEPRECIATION OF FIXED ASSETS
6. OTHER OPERATING EXPENSES
A. OUTSOURCED SERVICES
B. TAXES
TOTAL OTHER OPERATING EXPENSES
1. OPERATING PROFITS
7. FINANCIAL EXPENSES AND ACCRUED EXPENSES
C. LOANS FROM THIRD-PARTIES AND ACCRUED EXPENSES
TOTAL OTHER FINANCIAL EXPENSES AND ACCRUED EXPENSES
II. INCOME
III. INCOME FROM ONGOING OPERATIONS
IV. EXTRAORDINARY INCOME
V. PRETAX INCOME
[?] INCOME TAX
VI. NET INCOME
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INCOME
B) REVENUES
I. NET OPERATING INCOME
A. SALES
B. PROVISION OF SERVICES
TOTAL NET OPERATING INCOME
1. OPERATING LOSSES
7. OTHER INTEREST AND ACCRUED INTEREST
C. OTHER INTEREST
TOTAL OTHER INTEREST AND ACCRUED INCOME
III. LOSSES FROM ONGOING OPERATIONS
12. EXTRAORDINARY INCOME
13. RETAINED EARNINGS
V. PRETAX LOSSES
VI. FISCAL YEAR INCOME (LOSS)
