Exhibit 2.2
AMENDMENT
This AMENDMENT, dated as of February 20, 2003, by and among Xxxx Japan
Holding KK, a company organized under the laws of Japan ("NEWCO"), St. Jude
Medical Japan K.K., a company organized under the laws of Japan ("BUYER"), St.
Jude Medical, Inc., a Minnesota corporation ("ST. JUDE"), Xxxx Bros. & Co. Zug
Inc., a company organized under the laws of Switzerland ("XXXX ZUG"), Xxxx
International, Inc., a Delaware corporation ("XXXX Intl"), and Xxxxxx & Xxxxxx
(Japan) Ltd., a company organized under the laws of Japan ("M&P", and together
with Xxxx Zug and Xxxx Intl., "SELLERS"), is attached to and made a part of that
certain Stock Purchase Agreement (the "AGREEMENT"), dated as of September 17,
2002 (USA), by and among Buyer, St. Jude and Sellers. Capitalized and undefined
terms used in this Amendment shall have the same meanings ascribed to them in
the Agreement.
WHEREAS, Section 1.2 of the Agreement provides that the parties will
execute an amendment to the Agreement whereby Newco will become a party to the
Agreement and be included within the definition of "SELLERS".
THEREFORE, in accordance with Section 1.2 of the Agreement, Newco
agrees to (1) be included within the definition of "Sellers" in the Agreement,
(2) execute such documents and to take such actions as may reasonably be
necessary or appropriate to implement fully the transactions described in the
Agreement, and (3) be bound by the covenants, obligations and undertakings
applicable to Newco under the Agreement. Notwithstanding the foregoing, the
parties acknowledge and agree that because Newco will be liquidated as soon as
practicable after the Closing, Newco will be relieved of all of its obligations
under the Agreement following the Closing except those arising under Sections
5.6 (Nondisparagement) and 5.9 (Confidentiality), and Buyer and St. Jude will
look solely to the other Sellers with respect to any obligations of Sellers
arising after the Closing. Buyer and St. Jude further agree not submit any
objection as a creditor to the liquidation of Newco.
Except as expressly modified by the terms of this Amendment, the terms
and conditions of the Agreement and its respective schedules and exhibits shall
remain in full force and effect.
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment
as of the date first above written.
XXXX JAPAN HOLDING XX XXXX BROS. & CO. ZUG INC.
By: /s/ Xxx Xxxxxxx By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx Name: Xxx Xxxxxxx
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Title: Representative Liquidator Title: Director
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ST. JUDE MEDICAL JAPAN X.X. XXXX INTERNATIONAL, INC.
By: /s/ Xxxxx X. X'Xxxxxx By: /s/ Xxx Xxxxxxx
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Name: Xxxxx X. X'Xxxxxx Name: Xxx Xxxxxxx
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Title: Director Title: President
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ST. JUDE MEDICAL, INC. XXXXXX & XXXXXX (JAPAN) LTD.
By: /s/ Xxxxx X. X'Xxxxxx By: /s/ Xxx Xxxxxxx
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Name: Xxxxx X. X'Xxxxxx Name: Xxx Xxxxxxx
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Title: Vice President and General Title: President
Counsel ------------------------------
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