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Share Purchase Agreement

 

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Title:

Share Purchase Agreement

Entities:

Berkshire Hathaway Inc.; Johns Manville Corp /New/; Skadden, Arps, Slate, Meagher & Flom LLP; Sullivan & Cromwell

Date:

2000

Size:

Preview shows 4KB of 16KB total

Price:

$36

ID:

#1611025

 

 

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SHARE PURCHASE AGREEMENT


AGREEMENT, dated as of December 19, 2000, between Johns Manville
Corporation, a Delaware corporation (the "Company"), and Manville Personal
Injury Settlement Trust (the "Trust").

WHEREAS, the Trust owns 112,730,819 shares (the "Shares") of the
Company's common stock, $.01 par value per share (the "Common Stock");

WHEREAS, the Company desires to purchase from the Trust, and the
Trust desires to sell to the Company, a portion of the Shares, subject to
the terms and conditions contained herein;

WHEREAS, the Company intends to enter into an Agreement and Plan of
Merger dated December 19, 2000 (the "Merger Agreement"), with Berkshire
Hathaway Inc. and J Acquisition Corporation ("Acquisition Subsidiary")
providing for the Acquisition Subsidiary to offer to purchase any and all
of the outstanding shares of Common Stock (the "Offer") at a price of
$13.00 per share (the "Offer Price").

NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the adequacy and receipt of which are hereby
acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF THE SHARES

1.1 Purchase and Sale of the Shares. Upon the terms of this
Agreement, at the Closing provided for in Section 1.3 hereof, the Trust
will sell, assign, transfer and deliver to the Company, and the Company
will purchase, acquire and accept from the Trust, free and clear of all
liens, encumbrances, options, pledges, security interests, claims, charges
or restrictions whatsoever (collectively, "Liens"), 10,500,000 of the
Shares (the "Subject Shares").

1.2 Consideration. Upon the terms and subject to the conditions of
this Agreement, in consideration of the aforesaid sale, assignment,
transfer and delivery of the Subject Shares, at the Closing provided for in
Section 1.3 hereof, the Company shall pay to the Trust the amount of
$136,500,000 (the "Share Consideration").

1.3 Closing. The consummation of the transactions contemplated by
Section 1.1 of this Agreement (the "Closing") will take place at 11:00
a.m., New York City time, on December 29, 2000.

1.4 Deliveries by the Trust. At the Closing, the Trust shall deliver
to the Company one or more stock certificates representing the Subject
Shares, duly endorsed or accompanied by stock powers duly executed in blank
or duly executed instruments of transfer and with all requisite stock
transfer tax stamps attached.

1.5 Deliveries by the Company. At the Closing, the Company shall
deliver to the Trust the Share Consideration by wire transfer of federal
funds to the account specified on Schedule 1.5.

1.6 Termination of Merger Agreement. If the Merger Agreement is
terminated prior to the consummation of the Offer, the Company shall,
subject to director's fiduciary duties and applicable law, as soon as
practicable offer to purchase up to 9.31% of the outstanding shares of
Common Stock held by stockholders other than the Trust or any affiliate of
the Trust at a per share price of $13.00, or such higher price paid to the
Trust pursuant hereto, and the Trust hereby consents to such offer, and
agrees not to tender any shares of Common Stock in such offer and waives
any rights it may have with respect to such offer.

1.7 Subsequent Purchase by the Company. In the event that the Company
enters into any agreement or is subject to any transaction within one year
following the Closing pursuant to which the Company or any third party
acquires or would acquire by way of a merger, consolidation, restructuring,
transfer of assets or other business combination, sale of shares of capital
stock, tender offer, exchange offer, recapitalization, stock repurchase
program or other similar transaction, 20% or more of the outstanding shares

 

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