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EXHIBIT 2.2
To: SBS Broadcasting S.A.
0-00 xxx Xxxxxxx Xxxxx
X-0000 Xxxxxxxxxx
Xxxxxxxxxx
From: United Pan-Europe Communications N.V.
Xxxx. Xxxxxxxxxxxx 000
X.X. Xxx 00000
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
11 April 2000
Dear Sirs:
EXCHANGE OFFER AGREEMENT DATED AS OF MARCH 9, 2000 BETWEEN UNITED PAN-EUROPE
COMMUNICATIONS N.V. AND SBS BROADCASTING S.A. ("THE AGREEMENT")
This letter records our agreement that, notwithstanding the occurrence of a
Trigger Event giving rise to a right for Purchaser to terminate the Agreement,
Purchaser has elected not to terminate the Agreement, and instead Purchaser and
the Company have agreed to amend the Agreement pursuant to section 8.04 thereof
so that the last paragraph of section 1.01(a)(ii) of the Agreement is deleted in
its entirety and replaced by the following paragraph:
"Notwithstanding the foregoing, if the average closing sale price of
Purchaser Shares on NASDAQ for ten trading days selected at random (the
"Random Trading Days") on the Consideration Calculation Date from the
20 trading days prior to the Consideration Calculation Date is equal to
or less than US$147 (which number will be adjusted in accordance with
Section 1.01(a)(iii)) then the Purchaser may within one US Business Day
following the Consideration Calculation Date elect by giving notice to
the Company to terminate this Agreement, provided that if the Purchaser
does not so notify the Company within such one US Business Day period,
Purchaser shall not be entitled to terminate this Agreement pursuant to
this paragraph. The Random Trading Days shall be selected by the
Purchaser drawing random lots on the Consideration Calculation Date at
the London offices of the Purchaser at which a representative of the
Company shall be in attendance. For the purpose of this paragraph the
Consideration Calculation Date will be determined by the Purchaser as
being the third US Business Day prior to the date that would in the
Purchaser's reasonable opinion have been the commencement date of the
Offer based on the terms of this Agreement were it not for the
operation of this paragraph."
Purchaser hereby acknowledges its obligations, as provided in and subject to the
terms and conditions of the Agreement (and in particular sections 1.01(f) and
6.04 thereof), to (i) commence the Offer as promptly as practicable after the
SEC has declared that its Registration Statement on Form S-4 relating to the
Offer has become effective, and (ii) to use its reasonable best efforts to take,
or cause to be taken, all appropriate action, and to do, or cause to be done,
all things necessary, proper or advisable under any Applicable Law or Rule to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by the Agreement.
Capitalised terms used but not defined in this letter have the meanings assigned
to them in the Agreement. Please confirm your agreement to the above by
countersigning this letter and returning it to us in accordance with Section
9.05 of the Agreement.
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Yours faithfully,
United Pan-Europe Communications NV
/s/ Xxxx Xxxxxxx /s/ Xxxx Xxxxxxxxx
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By: Xxxx Xxxxxxx By: Xxxx Xxxxxxxxx
Title: Managing Director Title: Managing Director
We confirm our agreement to the above:
SBS Broadcasting SA
/s/ Xxxxx Xxxxx Xxxxx /s/ Xxxxxx X. Xxxxxx
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By: Xxxxx Xxxxx Xxxxx By: Xxxxxx X. Xxxxxx
Title: Chairman, Chief Executive Title: Vice Chairman, Chief
Officer Operating Officer
