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SHW > SEC Filings for SHW > Form 8-K on 7-Apr-2014All Recent SEC Filings

Show all filings for SHERWIN WILLIAMS CO

Form 8-K for SHERWIN WILLIAMS CO


7-Apr-2014

Termination of a Material Definitive Agreement, Other Events


Item 1.02. Termination of a Material Definitive Agreement.

As previously announced, The Sherwin-Williams Company (the "Company") and Sherwin-Williams (Caribbean) N.V., a wholly owned subsidiary of the Company, entered into a definitive Stock Purchase Agreement (the "Original Purchase Agreement") on November 9, 2012 with Avisep, S.A. de C.V. ("Avisep") and Bevisep, S.A. de C. V. ("Bevisep") to purchase all of the issued and outstanding shares of Consorcio Comex, S.A. de C.V. ("Consorcio Comex") and Conaxe, S. A. de C. V. (together, "Comex") (the "Acquisition"). On September 16, 2013, the Company entered into a new definitive Stock Purchase Agreement, among the Company, SWC Acquisition Corp., Consorcio Comex, Avisep and Bevisep, and completed the acquisition of Comex's U.S./Canada business and amended and restated the Original Purchase Agreement (the "Amended and Restated Purchase Agreement"). Among other things, the Amended and Restated Purchase Agreement revised the Original Purchase Agreement to extend the exclusivity period to March 31, 2014. Under the terms of the Amended and Restated Purchase Agreement, either the Company or Avisep and Bevisep may terminate the Amended and Restated Purchase Agreement in the event that the closing of the Acquisition did not occur on or prior to March 31, 2014 and such party is not in material breach of the Amended and Restated Purchase Agreement.

On April 3, 2014, pursuant to its right to terminate the Amended and Restated Purchase Agreement, the Company sent notice via overnight mail to Avisep and Bevisep that it was terminating the Amended and Restated Purchase Agreement, effective immediately.



Item 8.01. Other Events.

On April 1, 2014, Avisep and Bevisep sent notice to the Company of their belief that the Company breached the Amended and Restated Purchase Agreement by not using commercially reasonable efforts as required under the Amended and Restated Purchase Agreement. The Company disputes this claim and, on April 3, 2014, filed a complaint for a declaratory judgment with the Supreme Court of the State of New York, New York County, that the Company did not breach its obligations to use such commercially reasonable efforts.


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