Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9 Tender-Offer Solicitation/Recommendation Statement 33 168K
2: EX-1 Agreement & Plan of Merger & Reorganization 54 219K
3: EX-2 Press Release Issued by the Co. & Parent 2 10K
4: EX-3 Letter Agreement Dated 6/16/97 20 73K
5: EX-4 Memorandum of Agreement Dated 6/16/97 30 92K
6: EX-5 Option Agreement Dated as of 6/16/97 8 32K
7: EX-6 Incentive Option Agreement - Dated 6/16/97 11 35K
8: EX-7 Non-Competition Agreement - Dated 6/16/97 9 32K
9: EX-8 Qualification & Listing of Shares Agreement 6 21K
10: EX-9 Stockholder Letter Dated 6/23/97 1 8K
11: EX-10 Opinion of Crowell, Weedon & Co. 2 16K
EX-8 — Qualification & Listing of Shares Agreement
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EXHIBIT 8
QUALIFICATION AND LISTING OF SHARES AGREEMENT
QUALIFICATION AND LISTING OF SHARES AGREEMENT (the "Agreement") made June
16, 1997 between CCL Industries Inc., a corporation continued under the laws of
Canada ("CCL"), and Shahrokh Sedaghat, an individual resident in the City of Los
Angeles, California, United States of America ("SHAWN").
WHEREAS:
1. Shawn is the Chairman, President and Executive Officer of Seda Specialty
Packaging Corp., a corporation reincorporated under the laws of Delaware (the
"CORPORATION").
2. Pursuant to an Agreement and Plan of Merger and Reorganization dated the
date hereof, Seawolf Acquisition Corporation, a wholly-owned indirect subsidiary
of CCL ("MERGER SUB"), has agreed to make a tender offer in accordance with
applicable laws in the United States of America (the "OFFER") for all of the
outstanding shares of common stock (the "COMMON SHARES") of the Corporation and
thereafter on successful completion of the Offer, Merger Sub will merge with and
into the Corporation (the "MERGER") with the Corporation being the corporation
surviving the Merger (such surviving corporation being hereafter referred to as
the "CORPORATION").
3. Pursuant to a lock-up agreement dated the date hereof among Shawn, CCL,
Merger Sub and others (the "LOCK-UP AGREEMENT"), Shawn has agreed, among other
things and subject to certain conditions, to tender and not withdraw 535,620
Common Shares into the Offer and vote his remaining Common Shares in favour of
the Merger.
4. Upon completion of the Merger Shawn shall have received, pursuant to the
Merger, participating exchangeable shares of common stock of the Corporation
("EXCHANGEABLE SHARES").
5. Pursuant to the share conditions attaching to the Exchangeable Shares, upon
the exercise of the exchange right attaching to the Exchangeable Shares and upon
the liquidation, dissolution or winding-up of the Corporation, Shawn may receive
from CCL Class B non-voting shares ("CLASS B SHARES").
6. Pursuant to an option agreement between CCL and Shawn dated the date hereof
CCL has granted to Shawn, in connection with the cancellation of certain options
on shares of the Corporation held by Shawn, the right (the "OPTION") on certain
conditions to purchase from CCL 545,000 Class B Shares at the price set forth
therein.
7. Pursuant to an employment agreement between the Corporation, CCL and Shawn
dated the date hereof (the "EMPLOYMENT AGREEMENT"), the Corporation has agreed
to employ Shawn on the terms and conditions set forth therein and CCL has agreed
to grant to Shawn certain options to purchase its Class B Shares.
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8. Pursuant to an incentive option agreement between CCL and Shawn dated the
date hereof CCL has granted to Shawn, in connection with the Employment
Agreement, the right (the "INCENTIVE OPTION"), on certain conditions, to
purchase from CCL 500,000 Class B Shares at a price equal to the simple average
of the daily high and low board lot trading prices for Class B Shares on The
Toronto Stock Exchange (the "TSE") for the ten trading days commenced June 10,
1997 and ending June 23, 1997.
NOW THEREFORE, in consideration of Shawn having entered into the Employment
Agreement, the sum of $10.00 in lawful money of Canada now paid by Shawn to CCL
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
QUALIFICATION AND LISTING OF SHARES
1.1 QUALIFICATION AND LISTING OF SHARES. CCL agrees that as soon as reasonably
practicable after receiving notice of any exercise by Shawn of the Option or the
Incentive Option or any part thereof for Class B Shares or of a proposed
issuance of Class B Shares to Shawn upon the exchange by Shawn of any
Exchangeable Shares or upon the liquidation, dissolution or winding-up of the
Corporation, it shall cause such Class B Shares, upon their issuance, to be
unconditionally listed upon the TSE, and shall:
(a) cause such Class B Shares upon their issuance to Shawn to be
distributed to him in accordance with the Securities Act (Ontario) and
the regulations, rules and policies promulgated thereunder and
applicable Canadian stock exchange by-laws, policies and rules
(collectively, the "SECURITIES LAWS") in a manner such that such Class
B Shares shall not be subject to any restrictions on resale by Shawn
in Ontario and Shawn shall not be under any obligation to file any
document or notice or obtain any consent under any applicable
Securities Laws;
(b) obtain an order of the Ontario Securities Commission to the effect of
paragraph (a) hereof, provided that such order shall not impose upon
Shawn any condition or obligation not acceptable to him in his
discretion acting reasonably; or
(c) deliver to Shawn a legal opinion of Canadian counsel to CCL, in form
and substance acceptable to Shawn in his discretion acting reasonably,
stating that upon their issuance to Shawn such Class B Shares shall
have been issued to Shawn in accordance with paragraph (a) hereof.
-3-
1.2 EXPENSES, FILINGS, FEES, ETC. CCL agrees that notwithstanding the
provisions of any other agreement between the parties, all expenses, costs and
fees paid or payable in connection with Section 1.1, including the fees of CCL's
advisors and agents and any fees due to any securities regulatory authority or
stock exchange, shall be for the account of CCL.
1.3 CO-OPERATION. Shawn agrees to use reasonable efforts to co-operate with
CCL in the performance of CCL's obligations under paragraphs 1.1(a) and (b)
hereof, provided that Shawn shall not be responsible for any expense for doing
so.
ARTICLE II
INDEMNIFICATION
2.1 INDEMNIFICATION. CCL agrees to indemnify and hold harmless Shawn from and
against any losses, claims, damages, liabilities and expenses, including
reasonable legal fees and expenses, to which Shawn may become subject as result
of CCL's breach of its obligations under this Agreement.
ARTICLE III
GENERAL
3.1 ASSIGNMENT. This Agreement shall be binding upon and enure to the benefit
of and shall be enforceable by each of the parties hereto and their respective
heirs, executors, legal personal representatives, successors and permitted
assigns, but shall not be assignable by either party without the prior written
consent of the other party.
3.2 TIME OF ESSENCE. Time shall be of the essence of this Agreement.
3.3 COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original but which taken together shall
constitute one and the same instrument. Delivery of any counterpart may be
effected by means of facsimile transmission.
3.4 NO WAIVERS, ETC. No modification or waiver of any provision of this
Agreement and no consent by either party to any departure therefrom shall be
effective unless in writing signed by a duly authorized officer of the party so
modifying or waiving, and the same will only then be effective for the period
and on the conditions and for the specific instance and purposes specified in
such writing.
3.5 CURRENCY. All dollar amounts referred to herein are in lawful currency of
Canada unless otherwise expressed.
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3.6 GOVERNING LAW, ETC. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the Province of Ontario without
reference to conflicts of laws principles and the courts of Ontario shall have
non-exclusive jurisdiction to entertain any action arising hereunder.
3.7 NOTICES. Any notice, direction or other communication required or
permitted to be given under this Agreement shall be in writing and shall be
sufficiently given or made if delivered in person to the address set forth
below, or telecopied or sent by other means of recorded electronic communication
and confirmed by delivery as soon as practicable thereafter. Notices shall be
addressed to the parties as follows:
If to Shawn:
2501 West Rosecrans Avenue
Los Angeles, California
90059-3510
Telecopier: (310) 635-3877
with a courtesy copy to:
Latham & Watkins
Attorneys at Law
633 West Fifth Street
Suite 4400
Los Angeles, California 90071-2007
Attention: Paul Tosetti
Telecopier: (213) 891-8763
If to CCL:
105 Gordon Baker Road
Willowdale, Ontario
M2H 3P8
Attention: President
Telecopier: (416) 256-8555
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and with a courtesy copy to:
Lang Michener
Barristers and Solicitors
P.O. Box 747, Suite 2500
BCE Place, 181 Bay Street
Toronto, Ontario
M5J 2T7
Attention: Albert Gnat, Q.C. or Geofrey Myers
Telecopier: (416) 365-1719
Any notice, direction or other communication so given or made shall be
deemed to have been given or made and to have been received on the day of
delivery, if delivered, or on the day of sending if sent by telecopier or other
means of recorded electronic communication. Either party hereto may change its
or his address for notice by giving written notice as aforesaid to the other
party. Delivery of courtesy copies of any notice, direction or other
communication shall not be a condition to the valid delivery of any notice,
direction or other communication.
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IN WITNESS WHEREOF this Agreement has been executed and delivered by the
parties hereto on the date first above written.
/s/ SHAHROKH SEDAGHAT
------------------------ ------------------------------------
WITNESS SHAHROKH SEDAGHAT
CCL INDUSTRIES INC.
Per: /s/ CCL INDUSTRIES INC.
--------------------------------
Name:
Title:
Dates Referenced Herein and Documents Incorporated by Reference
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