STOCK PURCHASE AGREEMENT Exhibit 1
STOCK PURCHASE AGREEMENT (this "Agreement") dated as of June 10, 1999
by and among SOUNDSHORE HOLDINGS LTD., a limited liability company organized and
existing under the laws of Bermuda ("Seller I"), SOUNDSHORE OPPORTUNITY HOLDING
FUND LTD., a limited liability company organized and existing under the laws of
Bermuda ("Seller II," and, together with Seller I, the "Sellers") and GETRONICS
ACQUISITION, INC., a corporation organized and existing under the laws of the
State of Delaware (the "Purchaser").
W I T N E S S E T H :
WHEREAS, Seller I owns 231,800 Depositary Shares (the "Seller I
Depositary Shares"), each representing 1/20TH of a share of 6 1/2% Series B
Cumulative Convertible Preferred Stock, par value $0.01 per share , of Wang
Laboratories, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Company");
WHEREAS, Seller II owns 30,300 Depositary Shares (the "Seller II
Depositary Shares," and, together with the Seller I Depositary Shares, the
"Depositary Shares"), each representing 1/20TH of a share of 6 1/2% Series B
Cumulative Convertible Preferred Stock, par value $0.01 per share, of the
Company; and
WHEREAS, the Sellers desire to sell, and the Purchaser desires to
purchase, the Depositary Shares;
NOW, THEREFORE, IT IS AGREED:
1. Purchase of Depositary Shares. Each of the Sellers hereby agrees to
sell to the Purchaser, and the Purchaser hereby agrees to purchase from the
Sellers, effective June 15, 1999 (the "Closing Date"), all of the Sellers'
right, title and interest in and to the Depositary Shares. The purchase price
for the Seller I Depositary Shares shall be $12,760,590 (the "Seller I Purchase
Price"), which shall be payable as set forth in Section 2. The purchase price
for the Seller II Depositary Shares shall be $1,668,015 (the "Seller II Purchase
Price"), which shall be payable as set forth in Section 2.
2. Purchase Price. In consideration for the sale to the Purchaser by
Seller I of the Seller I Depositary Shares, the Purchaser shall deliver the
Seller I Purchase Price on the Closing Date by wire transfer in immediately
available funds to the account set forth on: (x) Exhibit 1 attached hereto,
$6,396,810.00 and (y) Exhibit 2 attached hereto, $6,363,780.00. The Seller I
Depositary Shares to be purchased by the Purchaser hereunder shall be
transferred by or on behalf of Seller I to the Purchaser. In consideration for
the sale to the Purchaser by Seller II of the Seller II Depositary Shares, the
Purchaser shall deliver the Seller II Purchase Price on the Closing Date by wire
transfer in immediately available funds to the account set forth on Exhibit 3
attached hereto. The Seller II Depositary Shares to be purchased by the
Purchaser hereunder shall be transferred by or on behalf of Seller I to the
Purchaser.
3. Representations and Warranties of the Sellers. Each of the Sellers
represents and warrants to the Purchaser that: (i) the Sellers own the
Depositary Shares free and clear of all liens and encumbrances and, upon
delivery of the Depositary Shares in accordance with the terms of this
Agreement, the Purchaser will receive valid title thereto free and clear of all
liens and encumbrances, other than those liens and encumbrances created by or on
behalf of the Purchaser; (ii) Seller I is a limited liability company duly
organized under the laws of Bermuda and Seller II is a limited liability company
duly organized under the laws of Bermuda; (iii) the Sellers have the requisite
power and authority to enter into this Agreement and to perform their respective
obligations hereunder; (iv) this Agreement constitutes a valid and binding
obligation of each of the Sellers, enforceable against each of the Sellers in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors rights generally and general principles of equity; and (v)
neither the execution, delivery and performance of this Agreement by each of the
Sellers nor the sale of the Depositary Shares by the Sellers (a) will violate
either of the Sellers' respective organizational documents or, to the best of
the Sellers' knowledge, any law, rule, regulation or order of any court or
governmental authority with jurisdiction or oversight with respect to the
Sellers or the Depositary Shares, (b) will result in any breach of any provision
of, or default under, any agreement or instrument to which either of the Sellers
is a party or (c) will require either of the Sellers to obtain any consent,
authorization or approval from any person or authority. The Sellers make no
other representations or warranties with respect to the transactions
contemplated by this Agreement.
4. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to each of the Sellers that: (i) the Purchaser is a
corporation duly organized and existing under the laws of the State of Delaware,
(ii) the Purchaser has the requisite power and authority to enter into this
Agreement and to perform its obligations hereunder; (iii) this Agreement
constitutes a valid and binding obligation of the Purchaser, enforceable against
the Purchaser in accordance with its terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors rights generally and general principles of
equity; and (iv) neither the execution, delivery and performance of this
Agreement by the Purchaser nor the purchase of the Depositary Shares by the
Purchaser (a) will violate the Purchaser's organizational documents or, to the
best knowledge of the Purchaser, any law, rule, regulation or order of any court
or governmental authority with jurisdiction or oversight with respect to the
Purchaser, (b) will result in any breach of any provision of, or default under,
any agreement or instrument to which the Purchaser is a party or (c) will
require the Purchaser to obtain any consent, authorization or approval from any
person or authority. The Purchaser makes no other representations and warranties
with respect to the transactions contemplated by this Agreement.
5. Expenses. Each party shall be responsible for its own fees,
disbursements, costs and expenses incident to the performance of its obligations
hereunder. Notwithstanding the foregoing, the Purchaser shall bear the costs of
transfer, stamp or similar taxes or duties incident to the sale and delivery of
the Depositary Shares to the Purchaser contemplated hereby. The provisions of
this Section 5 shall survive the completion of the sale of the Depositary Shares
to the Purchaser contemplated hereby.
6. Binding Nature. This Agreement, including, without limitation, the
representations, warranties and covenants contained herein, shall be binding on
the parties hereto and their respective successors and permitted assigns.
7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one agreement binding upon all of the parties hereto.
8. Amendments and Waivers. No amendment of any provision of this
Agreement shall be effective unless it is in writing and is signed by each of
the Sellers and the Purchaser. No waiver of any provision of this Agreement
shall be effective unless it is in writing and is signed by the party against
which enforcement is sought, and any such waiver shall be effective only for the
specific instance and specific purpose it is given and shall not constitute a
commitment to grant any other, further or continuing waiver.
9. Cumulative Remedies. The rights and remedies of the parties hereto
are deemed to be cumulative, and not exclusive, and may be exercised singly,
severally or jointly. No delay in exercising any right or remedy hereunder shall
constitute a waiver of such right or remedy.
10. Severability. If any one or more of the provisions contained in
this Agreement shall be deemed by a court of competent jurisdiction to be
invalid, illegal or unenforceable in any respect, the validity and
enforceability of the remaining provisions contained herein shall not in any way
be impaired.
11. Survival. All of the agreements, representations and warranties of
the parties hereto shall survive the execution and delivery of this Agreement.
12. Notices. All notices, demands or other communications to be given
or delivered under or pursuant to this Agreement shall be in writing and shall
be deemed to have been given (a) upon receipt, when delivered personally to the
recipient, (b) one day after being sent to the recipient by a reputable
overnight courier service (charges prepaid), when delivered by a reputable
overnight courier service or (c) when delivered by mail, five days after being
sent postage prepaid. Such notices, demands and other communication shall be
sent to each party hereto at the respective addresses indicated below such
party's signature or to such other address as the party has specified by prior
written notice to the other parties hereto.
13. Entire Agreement. This Agreement embodies the final, entire
agreement among each of the Sellers and the Purchaser with respect to the
subject matter hereof and supersedes all prior agreements, representations and
understandings, whether written or oral, relating to this Agreement, and may not
be contradicted or varied by evidence of prior, contemporaneous or subsequent
oral agreements or discussions.
14. No Third Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and their successors and permitted assigns, and
nothing herein expressed or implied shall give or be construed to give any
person or entity, other than the parties hereto and such successors and
permitted assigns, any legal or equitable rights hereunder.
15. Descriptive Headings. The headings and captions used in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
16. Governing Law. This Agreement shall be construed in accordance
with, and be governed by, the laws of the State of New York applicable to
agreements executed and to be performed solely within such State.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, or has caused this Agreement to be executed by their respective duly
authorized officers, in any event as of the date first above written.
SOUNDSHORE HOLDINGS LTD.
By:/s/ Xxxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Chief Operating Officer
Address: 0000 Xxxx Xxxx Xx.
Xxxxxxxx, XX
SOUNDSHORE OPPORTUNITY HOLDING FUND LTD.
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Chief Operating Officer
Address: 0000 Xxxx Xxxx Xx.
Xxxxxxxx, XX
GETRONICS ACQUISITION, INC.
By: /s/ C.G. van Luijk
--------------------------------------
Name: C.G. van Luijk
Title: President
0000 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
EXHIBIT 1
$6,396,810.00 should be wired to the following account:
Bank: Citibank
ABA#: 000-000-000
A/C Name: Bear Xxxxxx Security Corp.
A/C#: 0925-3186
F/F/C: SoundShore Holdings LTD
A/C#: 000-00000-00
EXHIBIT 2
$6,363,780.00 should be wired to the following account:
Bank: Chase Manhattan Bank NY
ABA#: 021 000 021
A/C: Xxxxxxx Xxxxx and Co. NY
A/C#: 930 10 11 483
For Further Credit to: Soundshore Holdings Ltd. 002 25607 1
EXHIBIT 3
$1,668,015 should be wired to the following account:
Bank: Citibank
ABA#: 000-000-000
A/C Name: Bear Xxxxxx Security Corp.
A/C#: 0925-3186
F/F/C: SoundShore Opportunity Holdings LTD
A/C#: 000-00000-00
