OLMA Capital
Management Limited SC 13D
Exhibit 99.1
SALE AND PURCHASE AGREEMENT
between
| 1. | Vevo
North America Capital Partners Inc., a corporation organized and existing under the
laws of the State of Delaware, United States of America, having the registration number
6173696 – EIN # ___________, and having its registered office located at 100 Park
Avenue, 16th Floor, New York, NY 10017, United States of America, |
(hereinafter referred to as "Seller"),
and
| 2. | Coppinger
International LP, a limited partnership established under the laws of Ireland, registered
with the Irish Companies Registration office under number LP2930 and having its principal
place of business located at 7 Seville Place, Dublin 1, Ireland, |
(hereinafter referred to as "Purchaser"),
(the Seller and the Purchaser are collectively
referred to as "Parties" and each as a "Party").
PREAMBLE
| (A) | COMMERCIAL
VEHICLE GROUP, INC. is a company (the "Company") formed under the laws
of the State of Delaware, with IRS Employer Identification number 41-1990662 and whose
principal executive offices are located at 7800 Walton Parkway, 43054 New Albany, Ohio,
USA. 31,327,663 shares of Common Stock of the Company are outstanding (the “Shares”),
with a par value $.01 per Share. The Shares are registered and admitted for trading on
the NASDAQ Global Select Market under the trading symbol CVGI; |
| (B) | The
Seller intends to sell and transfer a number of 1,268,519 Shares (the "Sold Shares")
to Purchaser. The Purchaser intends to acquire the Sold Shares pursuant to the terms
and conditions set out in this agreement (this "Agreement"). |
| 1. | DEFINITIONS |
| |
|
"Agreement" has the
meaning set forth in Preamble (B); |
| |
|
"Business Day"
shall mean a day (other than a Saturday or a Sunday) on which banks are open to general business in New York and Dublin; |
| |
|
"Closing"
shall have the meaning set forth in Clause 4.1; |
| |
|
"Closing Actions"
shall have the meaning set forth in Clause 4.2; |
| |
|
"Closing Date"
shall have the meaning set forth in Clause 4.1; |
| "Company"
shall have the meaning set forth in Preamble (A); |
| "Party"
or "Parties" shall have the meaning set forth in the introduction; |
| "Purchase Price"
shall have the meaning set forth in Clause 3.1; |
| "Purchaser"
shall have the meaning set forth in the introduction; |
| "Seller"
shall have the meaning set forth in the introduction; |
| "Shares”
shall have the meaning set forth in Preamble (A); |
| "Signing Date"
shall mean April 6, 2020; |
| "Sold Shares"
shall have the meaning set forth in Preamble (B). |
The Seller hereby sells the
Sold Shares to the Purchaser, with economical effect, and with effect as of the Closing Date.
The Sold Shares are sold
together with all ancillary rights attaching to the Sold Shares, in particular the right to participate in any dividends or other
distributions and any subscription or pre-emption rights. The Purchaser is exclusively entitled to any profits accruing for the
present financial year, as well as to all profits accrued and not yet distributed for any previous financial year.
| 3.1 | Determination of Purchase Price |
The
purchase price for the sale and transfer of all Sold Shares is US$3,805,557, based on a price of US$3.00 per Sold Share
(the "Purchase Price").
| 3.2 | Due Date of Purchase Price |
The Purchase Price becomes
due and payable as set forth in Clause 4.
The
Purchaser will be using a deposit account kept at Banque Vontobel for purposes of Closing (as defined below).
The performance of the mutual
obligations shall take place on such day as may be agreed upon by the Parties in writing and which falls no later than 10 Business
Days following the date of this Agreement (the "Closing") and such date at which Closing actually occurs (the
"Closing Date").
At the Closing Date, the Parties
shall perform the following actions (the "Closing Actions"), in each case concurrently with the performance of
the Closing Actions of the respective other Party:
| 4.2.1 | The Seller instructs its depository bank to transfer the Sold Shares
credited on its securities account to the Purchaser's depository bank, subject to the simultaneous receipt of cash credit
from the Purchaser's depository bank to the Seller’s depository bank in an amount equal to the Purchase Price by means
of a share transfer procedure with simultaneous set-off of consideration. |
| 4.2.2 | The Purchaser provides funds equal to the Purchase Price to Purchaser's
depository bank and the Purchaser instructs the Purchaser's depository bank to transfer an amount equal to the Purchase Price
to the Seller's depository bank, subject to simultaneous receipt of the credit of the Sold Shares on the securities account
maintained by Purchaser's depository bank directly corresponding to the Sold Shares from the Seller's depository bank in an
amount equal to the Purchase Price by means of a share transfer procedure with simultaneous set-off of the
consideration. |
Save as stipulated otherwise
in Clauses 4.2.1 and/or 4.2.2, all payments under or in connection with this Agreement shall be made by irrevocable wire transfer
of immediately available US$-denominated funds, free of all taxes, bank charges and other deductions. If any payment falls due
on a Business Day, such payment shall be payable on the next business day. All cash payments to be made by the Purchaser to the
Seller under or in connection to this Agreement shall be made to the following bank account of the Seller:
______________________________________________
| 5. | SELLER'S REPRESENTATIONS AND WARRANTIES |
| 5.1 | Representations and warranties |
The Seller hereby warrants
and represents that the statements set out in this Clause are true and correct as of the date hereof, and, if so stated,
as of the Closing Date, and where such statement is made with respect to a different specific point in time, in which case such
statement shall be true and correct as of that specific point in time only.
| 5.2.1 | The Seller has the full corporate
power and authority to enter into this Agreement and to carry out the transactions contemplated
hereby and such transactions have been duly authorized by all necessary corporate action. |
| 5.2.2 | The Seller is the sole legal and beneficial owner of the Sold Shares and is
entitled to freely dispose of them free of any third party rights. The Sold Shares are free and clear from any encumbrance or
other third party rights. |
| 5.2.3 | The Sold Shares have been validly issued, are fully paid in, either in cash
or in kind and have not been repaid and the Seller is the owner of the Sold Shares. |
| 6.1 | Confidential Information |
The Seller undertakes for a
period of two (2) years from the Closing Date to keep confidential all confidential information constituting trade secrets of
the Company known to it and not to disclose such matters and secrets, directly or indirectly, to any third party.
Except as agreed between the
Seller and the Purchaser in writing, no Party will issue any press release or other public communication relating to this Agreement
or the transactions contemplated hereby and/or will disclose any details regarding this transaction and the content of this Agreement
to any third party (other than to its respective representatives, advisors and financing institutions in connection with the preparation,
negotiation and the completion of this Agreement and the transactions stipulated herein in each case subject to appropriate confidentiality
obligations).
| 6.3 | Exceptions from Confidentiality |
The obligations of confidentiality
in Clauses 6.1 and 6.2 shall not apply to confidential information,
| 6.3.1 | which was or is lawfully obtained
by the Seller from other sources, which was or is or becomes generally available to the
public; |
| 6.3.2 | which ceases to be a trade
secret; |
| 6.3.3 | which is required to be disclosed
to a competent tribunal or government agency or other regulatory body (including pursuant
to a subpoena, civil investigative demand (or similar process), order, statute, rule
of other legal requirement promulgated or imposed by a court or by a judicial, regulatory,
self-regulatory or legislative body, organization, agency or committee or otherwise in
connection with any judicial or administrative proceeding) (including, in response to
oral questions, interrogatories or requests for information or documents); |
| 6.3.4 | any mandatory statutory announcement
or disclosure, in particular under applicable US securities laws. |
| 6.4 | Information
of Affiliates |
Notwithstanding Clauses 6.1
and 6.2, each Party shall be entitled to provide information to its partners, advisors, directors, officers or employees and its
affiliates (which for these purposes means any person directly or indirectly, controlling, controlled by, or under common control
with, another person, whereby the term "control" means the power to direct the management or policies of a person through
securities ownership, by contract or otherwise) or pursuant to appropriate terms of confidentiality to any existing or potential
investor of the Seller and/or its affiliates.
All fees, transfer taxes (including
but not limited to real estate transfer taxes and value added taxes), stamp duties and other public levies, as well as the costs
of any merger control proceedings or other governmental approvals or filings in connection with the execution and implementation
of this Agreement, shall be borne by the Purchaser. Apart from this, each Party shall bear its own internal costs and taxes and
the costs of its advisors.
If any payment under or in
connection with this Agreement is not made in full when due, the outstanding amount shall bear interest at the higher rate of
(i) 500 basis points per annum above the three (3) months EURIBOR for equivalent amounts (calculated on the basis of 360 days/year)
or (ii) 6 per cent per annum, each from and including the date the payment was due up to and including the date of actual payment.
This Agreement, including its
contains the entire agreement of the Parties with respect to the subject matter hereof. Any supplements or amendments to or a
termination of this Agreement, as well as any declarations to be made hereunder, shall be valid only if made in writing, or if
required by law, in due notarial form. This shall also apply to any change to, or cancellation of, this provision.
| 7.4 | Declarations, Notices |
Unless provided otherwise in
this Agreement, all declarations to be made or notices to be given by the Parties under this Agreement shall be in writing in
English. They may be made by telefax or email, in which case they must at the same time be sent by registered mail with recorded
delivery, or in any other manner permitted by law.
Should a provision of this Agreement,
or a provision included in this Agreement at a later point in time, be or become invalid or null and void as a whole or in part,
or should a gap in this Agreement become evident, this does not affect the validity of the remaining provisions or parts thereof.
The invalid or null and void provision shall be deemed replaced, or the gap shall be deemed filled, as the case may be, with effect
ex tunc by such valid regulation which in legal and economic terms comes closest to what the Parties intended or would have intended
in accordance with the purpose of this Agreement if they had considered the point at the time of conclusion of this Agreement.
The Purchaser may not assign
or otherwise dispose of any rights or claims under or in connection with this Agreement without the prior written consent of the
Seller except for the purpose of securing any financing for the Transaction contemplated hereby, provided that if the Purchaser
makes any assignments or transfers of contract, the Purchaser shall remain liable towards the Seller under this Agreement.
In this Agreement:
| 7.7.1 | any legal term for any action,
remedy, method of judicial proceeding, legal document, legal status, court, official
or any legal concept or thing shall, in respect of any jurisdiction other than Ireland,
be deemed to include what most nearly approximates in that jurisdiction to the Irish
legal term; and |
| 7.7.2 | the headings shall not affect
the interpretation of this Agreement. |
This Agreement shall be governed
by Irish law.
Vevo North America Capital Partners, Inc.
| |
By: |
|
| |
|
Name: Mr. Andre Garbuglio |
| |
|
(Managing Director) |
Coppinger International LP
| |
By: |
|
| |
|
Name: Mr. Nicolas Salmon |
| |
|
(Duly authorized director, acting for and on behalf
of OLMA Capital Management Ltd, the general partner of Coppinger International LP) |
