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Exhibit 2.12
STOCK PURCHASE AGREEMENT
The undersigned:
(a) TELEFONICA INTERACTIVA BRASIL LTDA., a limited liability stock company, duly
organized and existing under the laws of the Federative Republic of Brazil, with
registered office at Xxx xx Xxxxxxxxxx, 000, 0xx Xxxxx, Xxxx 00-X, in Sao Paulo,
State of Sao Paulo, tax identification No. 03.185.736/0001-70, represented
herein by its General Manager, Xx. Xxxxx X. Xxxxxxx, Brazilian, married,
attorney, identification card No. RG 3.333.998 (SSP/SP), taxpayer identification
No. 000.000.000-00, residing and domiciled in Sao Paulo, with offices at Xxx xx
Xxxxxxxxxx, 000, 0xx Xxxxx, hereinafter referred to as "INTERACTIVA" or the
"Seller";
(b) MLSP - Comercio e Participacoes Ltda., a limited liability stock company,
duly organized and existing under the laws of the Federative Republic of Brazil,
with registered office at Xxx Xxxxxxx Xxxxxxx, 000/000, Xxxxxx Higienopolis,
Porto Alegre, State of Rio Grande do Sul, tax identification No.
02.429.422/0001-02, with its articles of organization duly recorded with the
Commercial Board of the State of Rio Grande do Sul on March 24, 1998 under No.
00.000.000.000, represented herein by its managing partners, Xxxxxxx Xxxxx
Xxxxxxx, Brazilian, divorced, electrical engineer, identification card No. RG
0000000000 SSP-RS, taxpayer identification No. 000.000.000-00, residing and
domiciled in the city of Porto Alegre, State of Rio Grande do Sul, at Xxx Xx.
Xxxx, 000, apto. 202-B, and Xxxxxx Xxxxxxxxx Xxxxxx, Brazilian, married,
electrical engineer, identification card No. RG 0000000000 SSP-RS, taxpayer
identification No. 000.000.000-00, residing and domiciled in the city of Porto
Alegre, State of Rio Grande do Sul, at Xxx Xxxxxxx Xxxxxxx, 000, apto. 601,
represented herein by his attorney-in-fact, Xxxx Xxxxxx xx Xxxxxx Xxxxxxx,
Brazilian, married, attorney, OAB/SP [Sao Paulo Bar
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Association] number 129.136, with offices at Xx. Xxx Xxxxxxx, 000, xxxxx 000,
00xx Xxxxx, hereinafter referred to as "MLSP" or the "Buyer";
WHEREAS:
INTERACTIVA holds and is the legitimate owner of 3,372,500 (three million three
hundred seventy-two thousand five hundred) shares, of which 3,323,498 (three
million three hundred twenty-three thousand four hundred ninety-eight) are
common shares and 40,002 (forty-nine [sic] thousand and two) are preferred
shares, which today represent 99% of the current capital stock of Nutec
Informatica S.A., a corporation with registered office in the city of Porto
Alegre, State of Rio Grande do Sul, at Xxx Xxxxxxxx, 0000, xxxxx xxxxx, Xxxxx
Santa Tereza, tax identification No. 91.088.328/0001-67 ("Nutec"), the capital
stock of which is represented by 3,406,566 shares, of which 3,323,498 are common
and 83,068 are preferred;
It is the intent of INTERACTIVA that MLSP remains a shareholder of Nutec, in
consideration for the interest of MLSP to maintain its shareholding in Nutec;
IN VIEW OF the foregoing recitals, the parties agree to execute this Stock
Purchase Agreement ("Agreement"), to be governed by the following terms and
conditions:
1. PURCHASE AND SALE
According to the terms of this Agreement and in the most proper form of law, the
Buyer hereby purchases 102,197 (one hundred and two thousand one hundred and
ninety-seven) common shares issued by Nutec, owned by the Seller, and the Seller
hereby sells 102,197 (one hundred and two thousand one hundred and ninety-seven)
common shares issued by Nutec to the Buyer, with all rights inherent thereto,
free and clear of any encumbrance, pledge, lien, option, objection, debt, doubt,
dispute, litigation, pre-emptive rights or other claims of any type whatsoever
that may invalidate or impede the transaction contemplated by the parties
herein.
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2. PURCHASE PRICE
The parties hereby agree that the total purchase price of the 102,197 (one
hundred and two thousand one hundred and ninety-seven) common shares issued by
Nutec ("Purchase Price") is R$ 10,244,861.03 (ten million two hundred forty-four
thousand eight hundred sixty-one Brazilian reais and 03/100) to be paid by MLSP
to INTERACTIVA in domestic currency, today, by means of a credit to the current
account of INTERACTIVA.
3. FORMALIZATION OF ASSIGNMENT AND TRANSFER
Immediately after the purchase of the shares described in Clauses 1 and 2 above,
and only when the credit to the current account of INTERACTIVA has been
confirmed, INTERACTIVA shall formalize the assignment and transfer of its shares
to MLSP by signing the share transfer instrument in the "Registered Share
Transfer Book" of Nutec.
4. REPRESENTATIONS AND WARRANTIES
4.1. Seller:
The Seller represents and warrants to MLSP that (a) it has full legal standing
to execute this Agreement, which constitutes a valid and binding obligation for
the Seller, enforceable according to the terms contained herein, which remains
valid until receipt of the Purchase Price and the transfer of shares under the
Agreement to MLSP; (b) signing this Agreement constitutes a legal, valid and
binding obligations of the parties, enforceable according to the terms herein;
and (c) consummation of the operations provided herein shall not constitute nor
result in the violation of any terms, conditions or provisions, nor shall
constitute any default nor shall result in the creation of any encumbrance or
lien on any property or asset of the Seller or according to any agreement to
which the Seller is a party or by which any of its assets are pledged, nor shall
it violate any law, regulation, ruling, order or obligation that binds the
Seller.
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4.2. Seller:
MLSP represents and warrants to the Seller that: (a) it is a company that is
duly organized and existing under normal conditions, according to the laws of
its jurisdiction; (b) that it has full power and authorization to execute this
agreement and to consummate the operations provided herein, constituting a
legal, valid and binding obligation of the parties, enforceable according to the
terms herein; and (c) the representations and warranties provided herein remain
in effect.
5. MISCELLANEOUS PROVISIONS
5.1. This Agreement is irrevocable and binding on the parties themselves and any
of their successors . Neither of the parties may assign or transfer any rights
or obligations arising out of this Agreement without the express consent of the
other party, until the definitive transfer of shares from INTERACTIVA to MLSP.
5.2. Any and all communications between the parties shall be in writing and sent
to the address indicated by the Parties in the preface of this Agreement.
5.3. This Agreement may only be amended by written agreement of the parties.
5.4. The parties select the jurisdiction of the courts of Sao Paulo, State of
Sao Paulo, to settle any disputes or controversies which may arise out of this
instrument.
The parties, being in agreement, sign this instrument in three (3) exact copies
issued for the same purpose, in the presence of the 2 (two) witnesses below who
were present .
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(continuation of the Stock Purchase Agreement between Telefonica Interactiva
Brasil Ltda. and MLSP Comercio e Representacoes Ltda.)
Sao Paulo, August 5, 1999
Telefonica Interactiva Brasil Ltda.
[signed]
Name: Xxxxx X. Xxxxxxx
Title: General Manager
MLSP Comercio e Representacoes Ltda.
[signed]
Name: Xxxxxxx Xxxxx Xxxxxxx
Title: Managing Partner
[signed]
Name: Xxxxxx Xxxxxxxxx Xxxxxx
Title: Managing Partner
for: Xxxx Xxxxxx xx Xxxxxx Xxxxxxx
WITNESSES:
1. [signed] Xxxxxx Xxxxxxx
RG 23.682.884-7 SSP/SP
2. [signed] Xxxxxxx Xxxx Xxxxx
XX 25.865.889/SSP/SP
