Exhibit 1.1
Execution Version
PURCHASE AGREEMENT
This Purchase Agreement (this
“ Agreement ”) is entered into as of June 28,
2005 among Lehman Brothers Inc. (the “ Purchaser
”), each of the persons set forth on Exhibit A
attached hereto (the “ Selling Shareholders ”),
Kellyanna Company Limited, a Cyprus limited company, in its
capacity as the PAS Shareholder Representative under the PAS
Shareholder Representative and Escrow Agreement dated as of
December 5, 2003 (“ PAS Shareholder Representative
”), and, solely with respect to Sections 3, 5(b)(ix), 6(a)
and 7, Schlumberger N.V. (Schlumberger Limited), a corporation
organized under the laws of the Netherlands Antilles (the “
Company ”). In consideration of the mutual covenants
and agreements set forth herein and for good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties agree as follows:
1. Purchase and Sale of
Shares . Subject to the terms and conditions hereof, the
Purchaser shall purchase from each Selling Shareholder, and each
Selling Shareholder shall sell to the Purchaser, the number of
shares of common stock, par value $.01 per share, of the Company
(“Shares”) as set forth on Exhibit A (such
number of Shares set forth thereon with respect to each Selling
Shareholder, “ Purchased Shares ”). The purchase
price for the Purchased Shares shall be $75.25 per Purchased Share
(the “ Purchase Price ”).
2. Closing . The closing of
such purchase and sale (the “ Closing ”) shall
take place on July 5, 2005 (the “ Closing Date
”) at such location and at such time as the Purchaser and the
PAS Shareholder Representative shall have agreed. Upon
Closing:
(a) each Selling Shareholder shall
deliver or caused to be delivered to the Purchaser the number of
Purchased Shares sold by such Selling Shareholder in book entry
form or physical certificates and in coordination with the
procedures established by the Purchaser, the PAS Shareholder
Representative, the Selling Shareholders and, if applicable, the
Joint Stock Commercial Bank “ROSBANK” (located in
Moscow, Russian Federation); and
(b) the Purchaser shall pay for the
Purchased Shares sold by each Selling Shareholder an amount in
equal to the product of the Purchase Price and the number of shares
set forth opposite such Selling Shareholder’s name on
Exhibit A attached hereto by wire transfer of immediately
available funds to the account or accounts designated by the PAS
Shareholder Representative.
3. Representations of the
Company . The Company hereby represents and warrants to the
Purchaser as follows:
(a) Registration Statement and
Prospectus . A shelf registration statement for an offering to
be made on a continuous or delayed basis in the future on Form S-3
(File No. 333-124541) with respect to the Purchased Shares has (i)
been prepared by the Company in conformity with the requirements of
the Securities Act of 1933, as amended (the “ Securities
Act ”), and the rules and regulations (the “
Rules and Regulations ”) of the Securities and
Exchange Commission (the “ Commission ”)
thereunder, (ii) been filed with
the Commission under the Securities
Act, and (iii) become effective under the Securities Act. Copies of
such registration statement and each of the amendments thereto, if
any, have been delivered by the Company to the Purchaser. As used
in this Agreement, “ Effective Time ” means the
date and the time as of which such registration statement, or the
most recent post-effective amendment thereto, if any, was declared
effective by the Commission; “ Effective Date ”
means the date of the Effective Time; “ Registration
Statement ” means the registration statement referred to
above, as amended at the Effective Time; and “
Prospectus ” means the final prospectus supplement, if
any, relating to the Purchased Shares and the offering thereof,
including the accompanying base prospectus, as first filed with the
Commission pursuant to Rule 424(b) of the Rules and Regulations
after the date and time this Agreement is executed. Reference made
herein to the Prospectus shall be deemed to refer to and include
any information incorporated by reference therein pursuant to Item
12 of Form S-3 under the Securities Act, as of the date of the
Prospectus, and any reference to any amendment or supplement to the
Prospectus shall be deemed to refer to and include any document
filed under the Securities Exchange Act of 1934, as amended (the
“ Exchange Act ”), after the date of the
Prospectus and incorporated by reference in the Prospectus; and any
reference to any amendment to the Registration Statement shall be
deemed to include any periodic report of the Company filed with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act
after the Effective Time that is incorporated by reference in the
Registration Statement.
The Registration Statement conforms,
and the Prospectus and any further amendments or supplements to the
Registration Statement or the Prospectus will, when they become
effective or are filed with the Commission, as the case may be,
conform in all material respects to the requirements of the
Securities Act and the Rules and Regulations and do not and will
not, as of the applicable Effective Date (as to the Registration
Statement and any amendment thereto) and as of the applicable
filing date (as to the Prospectus and any amendment or supplement
thereto) contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading (in the case of the
Prospectus, in the light of the circumstances under which the
statements were made).
(b) Incorporated Documents .
The documents incorporated by reference in the Registration
Statement and the Prospectus (the “ Incorporated
Documents ”), when they were filed with the Commission,
conformed in all material respects to the requirements of the
Exchange Act and the Rules and Regulations thereunder, and none of
the Incorporated Documents contained any untrue statement of
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by
reference in the Registration Statement and the Prospectus,
respectively, when such documents are filed with the Commission,
will conform in all material respects to the requirements of the
Exchange Act and the Rules and Regulations thereunder and will not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading.
(c) Existence ; No
Breach . (i) The Company is a corporation duly formed, validly
existing and in good standing under the laws of the Netherlands
Antilles, with all
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necessary corporate power and
authority to own its properties and conduct its business as
described in the Prospectus; and (ii) the execution, delivery and
performance of this Agreement by the Company and the consummation
by the Company of the transactions contemplated hereby (A) will not
conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any material
agreement or instrument to which the Company is a party or by which
the Company is bound or to which any of the property or assets of
the Company is subject, (B) will not result in any violation of the
provisions of the articles of incorporation or the bylaws of the
Company, or (C) will not violate any statute or order, rule or
regulation of any court or governmental agency or body having
jurisdiction over the Company or the property or assets of the
Company, except in the case of clauses (i) and (ii), for such
conflicts, breaches, violations or defaults as would not prevent
the consummation of the transactions contemplated by this Agreement
and would not, individually or in the aggregate, reasonably be
expected to have a material adverse effect on the financial
condition, business, results of operation or prospects of the
Company (a “ Material Adverse Effect
”).
(d) No Material Adverse
Effect . Except as set forth in or contemplated by the
Incorporated Documents filed with the Commission on or prior to the
date hereof, since the end of the period covered by the
Company’s most recent annual report on Form 10-K filed with
the Commission, there has been no change, event, occurrence,
effect, fact, circumstance or condition that has had or could be
reasonably expected to have a Material Adverse Effect, other than
those occurring as a result of general economic or financial
conditions or other developments that are not unique to the Company
and its subsidiaries and that also affect other companies that
participate or are engaged in the lines of business in which the
Company and its subsidiaries participate or are engaged, except to
the extent such condition or development affects the Company to a
significantly greater extent than other similarly situated
companies.
(e) Authorization . This
Agreement has been duly authorized, executed and delivered by the
Company.
(f) Authorization of Shares ;
Listing . The Purchased Shares were duly authorized and
validly issued by the Company, are fully paid and nonassessable,
and have been approved for listing on the New York Stock
Exchange.
4. Representations of the Selling
Shareholders . Each Selling Shareholder, jointly and severally,
hereby represents and warrants to the Purchaser as
follows:
(a) Valid Title ; No
Liens . The Selling Shareholder has good and valid title to
such Selling Shareholder’s Purchased Shares, free and clear
of all liens, encumbrances, equities or claims. Upon delivery of
the Purchased Shares and payment therefor pursuant hereto, good and
valid title to such Purchased Shares, free and clear of all liens,
encumbrances, equities or claims, will pass to the
Purchaser.
(b) Existence ; No Breach.
(i) The Selling Shareholder, if not a natural person, has been duly
formed and is validly existing in good standing under the laws
of
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the jurisdiction of its formation,
with all necessary power and authority to own its properties and to
conduct its business as currently conducted; (ii) the execution,
delivery and performance of this Agreement by the Selling
Shareholder and the consummation by the Selling Shareholder of the
transactions contemplated hereby (A) will not conflict with or
result in a breach or violation of any of the terms or provisions
of, or constitute a default under, any material agreement to which
the Selling Shareholder is a party or by which the Selling
Shareholder is bound or to which any of the property or assets of
the Selling Shareholder is subject, (B) will not result in any
violation of the provisions of the organizational documents of the
Selling Shareholder, if not a natural person and (C) will not
violate any statute or any order, rule or regulation of any court
or governmental agency or body having jurisdiction over the Selling
Shareholder or the property or assets of the Selling Shareholder,
except in the case of clauses (ii)(A) and (ii)(C), for such
conflicts, breaches, violations or defaults as would not prevent
the consummation of the transactions contemplated by this Agreement
and would not, individually or in the aggregate, reasonably
be expected to have a material adverse effect on the financial
condition or prospects of the Selling Shareholder.
(c) Authorization ;
Enforceability . The Selling Shareholder has all necessary
right, power and authority to execute, deliver and perform its
obligations under this Agreement, the Custody Agreement (as defined
below) and the Power of Attorney (as defined below). The execution,
delivery and performance of this Agreement, the Custody Agreement
or the Power of Attorney by the Selling Shareholder and the
consummation by the Selling Shareholder of the transactions
contemplated hereby and thereby have been duly and validly
authorized by all necessary legal action, and no further consent or
authorization of any Selling Shareholder or the PAS Shareholder
Representative is required. This Agreement, the Custody Agreement
and the Power of Attorney have been duly executed and delivered by
the Selling Shareholder and constitute legal, valid and binding
agreements of the Selling Shareholder, enforceable in accordance
with their terms; provided that, the enforceability thereof may be
limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws relating to or
affecting creditors’ rights generally and by general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
(d) No Brokerage Fee . There
are no contracts, agreements or understandings between the Selling
Shareholder and any person, other than the Purchaser, that would
give rise to a valid claim against the Selling Shareholder for a
brokerage commission, finder’s fee or other like payment in
connection with the purchase and sale of the Purchased Shares
pursuant to this Agreement.
(e) Custody Agreements . The
Selling Shareholder has placed in custody under a custody agreement
substantially in the form of Exhibit B hereto (the “
Custody Agreement ” and, together with all other
similar agreements executed by the other Selling Shareholders, the
“ Custody Agreements ”) with the PAS Shareholder
Representative, as custodian, for delivery under this Agreement,
certificates in negotiable form or accompanied by a signed stock
power representing the Common Shares to be sold by the Selling
Shareholder hereunder.
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(f) Powers of Attorney . The
Selling Shareholder has duly and irrevocably executed and delivered
a power of attorney substantially in the form of Exhibit C
hereto (the “ Power of Attorney ” and, together
with all other similar agreements executed by the other Selling
Shareholders, the “ Powers of Attorney ”)
appointing Steven Douglas Stinemetz, in his capacity as an
authorized signatory of the PAS Shareholder Representative, with
full power of substitution, and with full authority to execute and
deliver this Agreement and to take such other action as may be
necessary or desirable to carry out the provisions hereof on behalf
of the Selling Shareholder.
5. Conditions to the
Parties’ Obligation to Close .
(a) The obligation of each Selling
Shareholder to sell such Selling Shareholder’s Purchased
Shares at the Closing is subject to the satisfaction (or waiver by
the PAS Shareholder Representative on behalf of the Selling
Shareholders), at or before the Closing, of each of the following
conditions:
(i) No statute, rule, order, decree
or regulation shall have been enacted or promulgated, and no action
shall have been taken, by or before any governmental authority of
competent jurisdiction which temporarily, preliminarily or
permanently restrains, precludes, enjoins or otherwise prohibits
the consummation of the transactions contemplated hereby or makes
the transactions contemplated hereby illegal.
(ii) No stop order suspending the
effectiveness of the Registration Statement or any part thereof
shall have been issued and no proceedings for that purpose shall
have been instituted or threatened by any governmental
agency.
(iii) No action, suit or proceeding
shall be pending against or involve the Selling Shareholder or any
of its property that would materially and adversely affect the
ability of the Selling Shareholder to perform its obligations under
this Agreement and no such action, suit or proceeding shall be
threatened or contemplated.
(b) The obligation of the Purchaser
to purchase the Purchased Shares hereunder from the Selling
Shareholders at the Closing is subject to the satisfaction (or
waiver by the Purchaser), at or before the Closing, of each of the
following conditions:
(i) If required, the Company shall
have filed with the Commission pursuant to Rule 424(b) of the
Securities Act, a prospectus supplement regarding the sale of all
of the Purchased Shares.
(ii) No statute, rule, order, decree
or regulation shall have been enacted or promulgated, and no action
shall have been taken, by or before any governmental authority of
competent jurisdiction which temporarily, preliminarily or
permanently restrains, precludes, enjoins or otherwise prohibits
the consummation of the transactions contemplated hereby or makes
the transactions contemplated hereby illegal.
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(iii) No stop order suspending the
effectiveness of the Registration Statement or any part thereof
shall have been issued and no proceedings for that purpose shall
have been instituted or threatened by any governmental
agency.
(i
