|
Exhibit 10.1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (the " Agreement "), dated as of
December 17, 2006, by and between WEIGHT WATCHERS
INTERNATIONAL, INC., a Virginia corporation (the " Company
"), and ARTAL HOLDINGS Sp. Z o.o., a corporation organized and
existing under the laws of Poland (" Artal ").
R E C I T A L S
WHEREAS, the Company intends, but has not made any public
announcement of such intention, to conduct a public modified Dutch
auction self-tender offer for up to 8,3000,000 shares of its common
stock, no par value per share (" Common Stock "), at prices
ranging from $47.00 to $54.00 per share pursuant to the terms and
conditions set forth in the draft Offer to Purchase substantially
in the form attached hereto as Annex A , as the same may be
revised, amended, modified or supplemented from time to time after
the date hereof in accordance with Section 8 hereof (the "
Tender Offer "), commencing no later than December 19,
2006;
WHEREAS, as of the date hereof, Artal owns of record 53,759,325
shares of Common Stock of the Company, which constitutes
approximately 55.2% of the issued and outstanding shares of Common
Stock;
WHEREAS, Artal has determined it will not exercise its right to
tender any of its shares of Common Stock pursuant to the Tender
Offer; and
WHEREAS, the Company and Artal desire to make certain covenants
and agreements with one another pursuant to this Agreement.
NOW THEREFORE, in consideration of the covenants and promises
set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
SECTION 1
PURCHASE AND SALE OF THE SHARES; THE CLOSING
1.1 Purchase and Sale of Common Stock . Subject to the
completion of the Tender Offer as set forth below and the other
terms and conditions of this Agreement, and on the basis of the
representations, warranties and covenants set forth herein, Artal
agrees to sell to the Company, and the Company agrees to purchase
from Artal, such number of shares of Common Stock (rounded to the
nearest whole number of shares) equal to the aggregate number of
shares of Common Stock purchased by the Company in the Tender Offer
multiplied by a fraction, the numerator of which is 53,759,325 and
the denominator of which is 43,717,750 (representing the
outstanding shares of Common Stock held of record by Artal divided
by the outstanding shares of Common Stock held of record by all
stockholders of the Company other than Artal, each as of
November 30, 2006). The number of shares of Common Stock to be
purchased from Artal by the Company pursuant to this
Section 1.1 is herein referred to as, the " Shares
."
1.2 Purchase Price . The " Per Share Purchase
Price " for the Shares shall be equal to the price per share
paid by the Company for the shares of Common Stock tendered by
the holders of Common Stock in the Tender Offer.
The " Purchase Price " shall equal the Per Share Purchase
Price specified in Section 1.2 multiplied by the number of
Shares purchased by the Company from Artal pursuant to
Section 1.1 of this Agreement.
1.3 The Closing . Subject to the terms and conditions
hereof, the purchase and sale of the Shares contemplated by this
Agreement (the " Closing ") will take place at the offices
of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue,
New York, New York 10017 at 10:00 a.m., New York City time on
the eleventh business day following the expiration date of the
Tender Offer (the " Successful Completion "), or at such
other later date or place as the parties shall mutually agree. At
the Closing, (a) Artal will deliver to the Company
certificates representing the Shares to be purchased by the Company
duly endorsed or accompanied by stock powers duly executed in blank
and otherwise in form acceptable for transfer on the books of the
Company, and (b) the Company shall deliver the Purchase Price
to Artal by wire transfer of immediately available funds to one or
more accounts specified by Artal at least one business day prior to
the Closing.
SECTION 2
REPRESENTATIONS AND WARRANTIES OF ARTAL
In order to induce the Company to enter into this Agreement,
Artal hereby represents and warrants to the Company as follows:
2.1 Ownership of Shares . Artal owns of record the number
of issued and outstanding shares of Common Stock set forth in the
recitals to this Agreement. The Shares to be sold to the Company by
Artal when delivered to the Company shall be free and clear of any
liens, claims or encumbrances, including rights of first refusal
and similar claims except for restrictions of applicable state and
federal securities laws. There are no restrictions on the transfer
of such Shares imposed by any shareholder or similar agreement or
any law, regulation or order, other than applicable state and
federal securities laws.
2.2 Authorization . Artal has full right, power and
authority to execute, deliver and perform this Agreement and to
sell, assign and deliver the Shares to be sold by it to the
Company. This Agreement is the legal, valid and, assuming due
execution and delivery by the other parties hereto, binding
obligation of Artal, enforceable in accordance with its terms,
except to the extent that the enforceability thereof may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws, now or hereafter in effect, relating to, or
affecting the rights of creditors or creditors’ rights
generally or by general principles of equity (regardless of whether
such enforcement is considered in a proceeding at law or in
equity).
2.3 No Violation; No Consent . The execution, delivery
and performance of this Agreement and the consummation of the
transactions contemplated hereby by Artal (a) will not
constitute a breach or violation of or default under any judgment,
decree or order or any agreement or instrument of Artal or to which
Artal is subject, (b) will not result in the creation or
imposition of any lien upon the Shares to be sold by Artal, and
(c) will not require the consent of or notice to any
governmental entity or any party to any contract, agreement or
arrangement with Artal.
2
2.4 Brokerage . There are no claims for
brokerage commissions or finder’s fees or similar
compensation in connection with the transactions contemplated by
this Agreement based on any arrangement or agreement made by or on
behalf of Artal.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
In order to induce Artal to enter into this Agreement, the
Company hereby represents and warrants as follows:
3.1 Organization and Corporate Power; Authorization . The
Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the Commonwealth of Virginia. The
Company has the requisite power and authority to execute, deliver
and perform this Agreement and to acquire the Shares. As of the
Closing the Company will have sufficient capital to purchase the
Shares hereunder. The execution, delivery and performance of this
Agreement and the consummation by the Company of the transactions
contemplated hereby have been approved by a majority of the
disinterested directors on the Board of Directors of the Company
and have been otherwise duly authorized by all requisite action on
the part of the Company. This Agreement and any other agreements,
instruments, or documents entered into by the Company pursuant to
this Agreement have been duly executed and delivered by the Company
and are the legal, valid and, assuming due execution by the other
parties hereto, binding obligations of the Company, enforceable
against the Company in accordance with its terms except to the
extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar
laws, now or hereafter in effect, relating to, or affecting the
rights of creditors or creditors’ rights generally or by
general principles of equity (regardless of whether such
enforcement is considered in a proceeding at law or in equity).
3.2 Capital Stock . The authorized capital stock of the
Company consists of (a) 1,000,000,000 shares of Common Stock,
of which 97,477,075 shares were issued and outstanding as of
November 30, 2006, and (b) 250,000,000 shares of
preferred stock, no par value per share, of which none were issued
and outstanding as of November 30, 2006.
3.3 No Violation; No Consent . The execution, delivery
and performance of this Agreement and the consummation of the
transactions contemplated hereby by the Company (a) will not
constitute a breach or violation of or default under any judgment,
decree or order or any agreement or instrument of the Company or to
which the Company is subject, and (b) will not require the
consent of or notice to any governmental entity or any party to any
contract, agreement or arrangement with the Company.
3.4 Brokerage . Except as set forth in the draft Offer to
Purchase attached hereto as Annex A , there are no claims
for brokerage commissions or finder’s fees or similar
compensation in connection with the transactions contemplated by
this Agreement based on any arrangement or agreement made by or on
behalf of the Company.
3
SECTION 4
CONDITIONS TO THE COMPANY’S OBLIGATIONS
The obligations of the Company under Section 1 to purchase
the Shares at the Closing from Artal are subject to the fulfillment
as of the Closing of each of the following conditions unless waived
by the Company in accordance with Section 9.9:
4.1 Representations and Warranties . The representations
and warranties of Artal contained in Article 2 shall be true and
correct
|
