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| ACV > SEC Filings for ACV > Form 8-K on 6-Aug-2008 | All Recent SEC Filings |
6-Aug-2008
Completion of Acquisition or Disposition of Assets, Financial Statements and Ex
On May 18, 2008, Alberto Culver Aktiebolag ("ACAB"), a wholly owned subsidiary of Alberto-Culver Company (the "Company"), and Cederroth Intressenter AB ("Purchaser"), a company owned by two funds controlled by CapMan, entered into a Share Sale and Purchase Agreement (the "Agreement"), whereby Purchaser agreed to purchase all of the issued and outstanding shares (the "Shares") of Cederroth International AB ("CIAB"). CIAB, through its wholly-owned subsidiaries, owns the Cederroth business, an operating business segment of the Company. CapMan is an asset manager operating in the Nordic countries. Purchaser was organized by CapMan for the purpose of acquiring the Shares.
Pursuant to the Agreement, on July 31, 2008 the transaction to sell CIAB was completed and the Purchaser paid ACAB the amount of 159.5 million Euros ("Preliminary Purchase Price") for all of the Shares. The Euros were immediately converted into $243.8 million based on the deal contingent Euro forward contract entered into by the Company in connection with the transaction. The Preliminary Purchase Price will be adjusted to the extent actual balances of cash, debt and working capital on July 31, 2008 differ from estimates assumed in the Preliminary Purchase Price. The adjustments to the Preliminary Purchase Price are expected to be completed by October 31, 2008. The Preliminary Purchase Price, as so adjusted, is referred to as the Final Purchase Price.
The Agreement contains customary representations, warranties and covenants of ACAB and Purchaser.
Except as provided below, the total liability of ACAB to Purchaser in connection
with this Agreement shall not exceed 10% of the Final Purchase Price. In the
event that ACAB has breached certain warranties pertaining (i) to the Shares,
(ii) the rights of any third party to acquire any shares or securities of CIAB
or its subsidiaries, or (iii) the organization, existence, power and authority
of CIAB and its subsidiaries, the total liability to Purchaser shall be limited
to the Final Purchase Price.
The Agreement is attached hereto as Exhibit 2.
(b) The pro forma financial information required to be filed pursuant to Item 9.01 (b) of Form 8-K is attached hereto as Exhibit 99.
(d) The following exhibits are included herein:
Number Description
2 Copy of Share Sale and Purchase Agreement, dated as of May 18, 2008,
between Alberto Culver Aktiebolag and Cederroth Intressenter AB
99 Pro forma information filed pursuant to Item 9.01 (b) of Form 8-K
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