Exhibit 10.1
STOCK PURCHASE
AGREEMENT
This STOCK PURCHASE AGREEMENT (this
“ Agreement ”), is entered into as of February
11, 2009, by and among the sellers listed on Schedule I
attached hereto (each, a “ Seller ” and
collectively, the “ Sellers ”), and Micrel,
Incorporated, a California corporation (the “
Corporation ”) and each of the natural persons listed
on Schedule II attached hereto (each such natural person a
“ Purchaser ” and collectively, the “
Purchasers ” and together with the Corporation, the
“ Purchaser Group ”).
WHEREAS, the Purchaser Group wishes
to purchase from the Sellers, and the Sellers wish to sell to the
Purchaser Group those number of shares of common stock, no par
value per share (the “ Shares ”), set forth next
to such member of the Purchaser Group’s name on Schedule
II attached hereto, of the Corporation, subject to the terms
and conditions set forth herein;
NOW, THEREFORE, in consideration of
the mutual covenants herein contained, and for such other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
PURCHASE AND SALE OF
SHARES
1.1 Sale of Shares . Upon the
terms and conditions hereinafter set forth, the Sellers shall on
the date hereof transfer, assign, set over and deliver to the
Purchaser Group, and the Purchaser Group shall purchase from the
Sellers, all of Sellers’ right, title and interest in and to
the Shares. In connection with the foregoing, the Sellers shall
deliver the Shares to the Purchaser Group through the facilities of
the Depository Trust Company.
1.2 Purchase Price . The
purchase price per Share shall be U.S. $6.25, totaling in the
aggregate U.S. $11,768,750.00 (the “ Purchase Price
”). On the date hereof, the Purchaser Group shall deliver to
the Sellers the Purchase Price by wire transfer of immediately
available funds in accordance with the wire instructions set forth
on Schedule III attached hereto.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND
AGREEMENTS OF THE SELLERS
Each Seller hereby jointly and
severally represents and warrants to, and agrees with, the
Purchaser Group, as of the date hereof, as follows:
2.1 Each Seller is duly organized,
validly existing and in good standing under the laws of its
organization, with all requisite power and authority to execute
this Agreement and to consummate the transactions contemplated
hereby. The Sellers are not in violation of any of the provisions
of their organizational documents.
2.2 This Agreement has been duly
authorized, executed and delivered by each Seller and constitutes
the valid and binding obligation of each Seller, enforceable in
accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency, fraudulent transfer, moratorium or other
similar laws relating to or affecting the rights of creditors
generally and by equitable principles, including those limiting the
availability of specific performance, injunctive relief and other
equitable remedies and those providing for equitable
defenses.
2.3 Assuming the accuracy of the
representations of the Purchaser Group set forth in Article III,
all consents, approvals or authorizations of, or registrations,
filings or declarations with, any governmental authority, if any,
required in connection with the execution, delivery and performance
by the Sellers of this Agreement or the transactions contemplated
hereby have been obtained by the Sellers and will be in full force
and effect.
2.4 The execution and delivery of
this Agreement, the consummation of the transactions contemplated
hereby and performance of the Sellers obligations under this
Agreement will not result in a breach by Seller of, conflict with,
or constitute a default by Seller, with or without the passage of
time and giving of notice, under any agreement, instrument,
judgment, order, writ, prohibition, injunction or decree to which
Seller is a party, to which the Seller may be subject or by which
Seller may be bound or an event which results in the creation of
any lien, charge or encumbrance upon the Shares to be sold by such
Seller or would prevent the execution or delivery of this Agreement
by the Sellers or the transfer, conveyance and sale of the Shares
pursuant to the terms hereof.
2.5 Each Seller is the sole
beneficial, record and legal owner of, and has good, valid and
marketable right, title and interest in and to, the Shares set
forth next to their name on Schedule I attached hereto, free
and clear of any and all liens and encumbrances.
2.6 No broker or finder has acted
for the Sellers in connection with this Agreement or the
transactions contemplated hereby, and no broker or finder is
entitled to any brokerage or finder’s fee or other
commissions in respect of such transactions based upon agreements,
arrangements or understandings made by or on behalf of the
Sellers.
2.7 In connection with the sale of
the Shares hereunder, each Seller has not and each of his agents
has not (a) engaged in any “general solicitation,”
as defined in Regulation D promulgated under the Securities Act of
1933, as amended (the “ Securities Act ”),
(b) “published” any “advertisement,”
as defined in the California Corporate Securities Act of 1968, as
amended, and the regulations thereunder, or (c) offered the
Shares to any person who is not an “accredited
investor,” as defined in the Securities Act, in connection
with the offer and sale of the Shares.
2.8 Each Seller has had the
opportunity to meet with the officers and directors of the Company
to learn about the business affairs and financial condition of the
Company. Each Seller has received all information that it has
reasonably requested from the Company regarding the Company, the
Company’s assets, financial condition, results of operations,
business and its prospects, and acknowledges that in the future,
the Shares may have a value greater than the amount paid for the
Shares under this Agreement. Each Seller further represents and
warrants that it has such knowledge and experience in financial and
business matters that it
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is capable of evaluating the merits and risks of
selling the Shares to be sold hereunder by it. Each Seller
understands that Seller may be deemed to be an
“affiliate” within the meaning of the Rule 144(a)(1) of
the Securities Act and the Shares being sold hereunder are being
sold pursuant to an exemption from the registration provisions
under the Securities Act.
2.9 Each Seller acknowledges that
the Company is making no representation or warranty as to the tax
consequences to the Sellers in connection with the transactions
contemplated by this Agreement. Each Seller further acknowledges
that it has had an opportunity to seek independent counsel and
advisors with respect to tax and other matters relating to this
Agreement, and such Seller acknowledges and agrees that it shall
bear its own tax consequences in connection with the transactions
contemplated by this Agreement. Each Seller is a partnership
organized or created in the United States or a subdivision thereof
for U.S. federal income tax purposes.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND
AGREEMENTS OF THE PURCHASER
GROUP
3.1 Representations and
Warranties of the Corporation . The Corporation hereby
represents and warrants to the Sellers, as of the date
hereof:
(a) The Corporation is duly
organized, validly existing and in good standing under the laws of
its jurisdiction of organization and has all requisite power and
authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby.
(b) The Corporation is not in
violation of any provision of its organizational documents that
would prevent the execution or delivery of this Agreement by the
Corporation or the consummation of the transactions contemplated
hereby.
3.2 Representations and
Warranties of the Purchasers . Each Purchaser, severally but
not jointly, hereby represents and warrants to the Sellers, as of
the date hereof, as follows:
(a) Each Purchaser is an
“accredited investor” as defined in Rule 501(a)
promulgated under the Securities Act, and has such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of the transactions contemplated
under this Agreement. Each Purchaser represents that by reason of
its business and financial experience, each Purchaser has the
capacity to evaluate the merits and risks of its investment in the
Shares and to protect its own interests in connection with the
transactions contemplated in this Agreement. Each Purchaser’s
financial condition is such that it is able to bear all economic
risks of investment in the Shares, including a complete loss of its
investment. Each Purchaser understands the terms of and risks
associated with the acquisition of the Shares.
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(b) Each Purchaser is acquiring the
Shares for investment purposes, with no intention of distributing
or reselling any of the Shares or any interest therein. Each
Purchaser is not purchasing the Shares as a result of any
advertisement, article, notice or other communication regarding the
Shares published in any newspaper, magazine or similar media or
broadcast over television or radio or presented at any seminar or
any other general solicitation or general advertisement. Each
Purchaser does not presently have any contract, undertaking,
agreement or arrangement with any entity, organization or
individual to sell or transfer or grant participations in, the
Shares to any such entity, organization or individual.
(c) Each Purchaser understands that
each Purchaser may be deemed to be an “affiliate”
within the meaning of the Rule 144(a)(1) of the Securities Act and
the Shares acquired hereunder by affiliates of the Corporation may
not be later sold, pledged or otherwise transferred unless a
registration statement for such transaction is effective under the
Securities Act and any applicable state securities laws, or unless
an exemption from such registration provisions is available with
respect to such transaction.
3.3 Representations and
Warranties of the Purchaser Group . Each member of the
Purchaser Group severally but not jointly, hereby represents and
warrants to the Sellers, as of the date hereof, as
follows:
(a) This Agreement has been duly
authorized, executed and delivered by each member of the Purchaser
Group and constitutes the valid and binding obligation of each
member of the Purchaser Group, enforceable in accordance with its
terms, except as enforceability may be limited by bankruptcy,
insolvency, fraudulent transfer, moratorium or other similar laws
relating to or affecting the rights of creditors generally and by
equitable principles, including those limiting the availability of
specific performance, injunctive relief and other equitable
remedies and those providing for equitable defenses.
(b) No authorization, consent,
approval or other order of, or declaration to or filing with, any
governmental agency or body is required for the valid
authorization, execution, delivery and performance by each member
of the Purchaser Group of this Agreement and the consummation of
the transactions contemplated hereby other than any applicable
filings under the Securities Act and the Securities Exchange Act of
1934, as amended (the “ Exchange Act ”) and
rules and regulations promulgated thereunder.
(c) No broker or finder has acted
for the Purchaser Group in connection with this A
