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Title: |
Tender Agreement |
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Date: |
2000 |
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Preview shows 4KB of 19KB total |
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Price: |
$36 |
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ID: |
#378014 |
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Alcan Aluminium Limited
June 1, 2000
STRICTLY CONFIDENTIAL
BZ Group Holding Limited,
BZ Bank Limited and
Stillhalter Vision AG
c/o BZ Group Holding Limited
Egglirain, 24
8832 Wilen
SWITZERLAND
Attention : Mr. Kurt Schiltknecht - Director
TENDER AGREEMENT
Dear Sirs :
Alcan Aluminium Limited (the "Offeror") and Alusuisse Lonza Group AG ("Algroup")
are parties to a Combination Agreement dated September 15, 1999 (as previously
amended and further amended simultaneously herewith) which provides for the
making by the Offeror of a share exchange offer (the "Swiss Exchange Offer") to
acquire the issued and outstanding shares (meaning the registered shares, par
value CHF 100 per share) of Algroup (the "Algroup Shares"). This Tender
Agreement sets out the terms and conditions of the agreement by BZ Group Holding
Limited, BZ Bank Limitedand Stillhalter Vision AG, each as principals and on
behalf of their clients (the "Shareholders") to deposit or cause to be deposited
under the Swiss Exchange Offer (as defined in the Combination Agreement), in all
cases irrevocably and unconditionally, no less than 2,300,000 Algroup Shares
(collectively, the "Shareholder Securities"), the whole for the purposes of
irrevocably and unconditionally accepting this Swiss Exchange Offer in respect
of the Shareholder Securities. This Tender Agreement also sets forth the
obligations and commitments of the Shareholders in connection therewith.
1
{PAGE} 2
ARTICLE 1
REPRESENTATION AND WARRANTIES
1.1 Representations and Warranties of the Shareholders. Each of the
Shareholders hereby represents and warrants that:
(a) Status and Authorization. It is a corporation duly incorporated
or other legal entity duly formed and validly exists under the
laws of its jurisdiction of incorporation or formation, as
applicable; it has all necessary power, authority, capacity and
right, and has received all requisite approvals to enter into
this Tender Agreement and to complete the transactions
contemplated hereby; and this Tender Agreement has been duly
executed and delivered by it.
(b) Ownership and Securities. All of the Shareholder Securities are
either owned legally and beneficially by one or more of the
Shareholders or are subject to the unrestricted right held by
one or more of them to tender the Shareholder Securities into
the Swiss Exchange Offer; as among the Shareholders they have
the exclusive right to dispose of the Shareholder Securities as
provided in this Tender Agreement or to take all decisions and
give all directions in this regard, in both cases to the full
extent necessary to transfer good and marketable title to same,
free and clear of all encumbrances and rights of third parties;
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