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| CEDC > SEC Filings for CEDC > Form 8-K on 28-Sep-2009 | All Recent SEC Filings |
28-Sep-2009
Entry into a Material Definitive Agreement, Completion of Acqu
As previously announced, on March 11, 2008 Central European Distribution Corporation (the "Company") and certain of its affiliates entered into a Share Sale and Purchase Agreement (the "Original SPA") and certain other agreements with White Horse Intervest Limited, a British Virgin Islands Company ("Seller"), and certain of Seller's affiliates, pursuant to which the Company acquired from Seller 85% of the share capital of Copecresto Enterprises Limited, a Cypriot company ("Copecresto"). Copecresto holds various beverage production and distribution assets in Russia, including the "Parliament" and "999,9" vodka brands.
On September 22, 2009, the Company and certain of its affiliates and Seller and
certain of Seller's affiliates entered into (i) an Amendment to the Original SPA
(the "Amendment") and (ii) a Share Sale and Purchase Agreement (the "Minority
Acquisition SPA", and together with the Amendment, the "Transactions"). Pursuant
to the Transactions, on September [25], 2009, the Company, through Bols sp. z
o.o., a Polish limited liability company and an indirect wholly-owned subsidiary
of the Company ("Bols"), acquired from Seller the remaining 15% of the share
capital of Copecresto.
Each of the material agreements relating to the Transactions is summarized in greater detail below.
Amendment to the Original SPA
On September 22, 2009, the Company entered into the Amendment by and among the Company, Seller, William V. Carey, Chairman, President and Chief Executive Officer of the Company, and Bols. Under the terms of the Amendment, certain post-closing obligations in the Original SPA regarding payment for certain assets were finalized in order to facilitate completion of the transactions contemplated by the Original SPA, in connection with the completion of the Company's acquisition of Copecresto pursuant to the Minority Acquisition SPA. In connection with the Amendment, the Company will pay to Seller in October, 2009 remaining consideration for such assets of approximately $16.9 million.
The foregoing summary of the Amendment and the transactions contemplated thereby is not complete and is qualified in its entirety by reference to the full text of the Amendment. The Amendment is attached hereto as Exhibit 2.1 and is incorporated herein by reference. In the event of any conflict between the foregoing summary and the full text of the Amendment, the text of the Amendment shall control.
Minority Acquisition SPA
On September 22, 2009, Bols and Seller entered into the Minority Acquisition SPA. Under the terms of the Minority Acquisition SPA, upon the closing thereof on September 25, 2009, the Company, through Bols, acquired the remaining 15% of the share capital of Copecresto from Seller for a total consideration of $70,167,734. In addition, on September 25, 2009, in connection with the closing of the Minority Acquisition SPA, the Shareholders Agreement, dated March 13, 2008, by and among the Company, Bols, Seller and Copecresto was terminated (a description of which was previously disclosed on March 11, 2008). The Minority Acquisition SPA contains certain customary representations, warranties and covenants for a transaction of this type.
Mr. Sergey Kupriyanov, a member of the Board of Directors of the Company, has an indirect, minority interest in Copecresto and as a result thereof has approximately a 22% interest in the sum of the total payment estimate under the Amendment and the Minority Acquisition SPA. The price terms under the Amendment and the Minority Acquisition SPA were determined based on negotiations among the parties at arms-length.
To the extent required by Item 2.01 of Form 8-K, the information contained in Item 1.01 of this Current Report is hereby incorporated by reference herein.
(d) Exhibits.
Exhibit No. Description
2.1 Amendment to Share Sale and Purchase Agreement, dated September 22,
2009, by and among White Horse Intervest Limited, William V. Carey,
Central European Distribution Corporation and Bols Sp. z o.o.
2.2 Share Sale and Purchase Agreement, dated September 22, 2009, by and
among Bols Sp. z o.o. and White Horse Intervest Limited.
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