Spa sample agreement
March 26, 2012
Strictly Private and Confidential
Gregory Dalle
Director, EMEA Mergers & Aquistitions
Credit Suisse Securities (Europe) Limited
One Cabot Square
London E14 4QJ
Paul Klepetko
Director, US Mergers & Aquistitions
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York 10010 3629 NY
Final offer for the acquisition of 100% stake in Ansaldo Sistemi Industriali S.p.A. (“ASI” or the “Company”)
Dear Mr. Dalle and Mr. Klepetko
Thank you for your letter dated 13 March 2012 inviting Crompton Greaves Limited (“CG” or “Crompton Greaves” ) to proceed with Phase III of the acquisition of Ansaldo Sistemi Industriali S.p.A. (the “Proposed Transaction”).
We are pleased to hereby confirm our interest in the Proposed Transaction and to express our appreciation for the time spent by you and the Company’s management team in making available additional information in an online data room, hosting a meeting with the Company’s CFO, [auditors], general counsel and environmental manager [and allowing us to conduct further site visits].
We are therefore pleased to submit, as per your request, this final offer (the “Final Offer”). This Final Offer replaces the letter sent by Crompton Greaves on 8 February 2012 and sets forth the basic terms and conditions under which Crompton Greaves is willing to make this Final Offer.
1) Valuation of the Company
The total consideration that Crompton Greaves is willing to pay for the acquisition of the Company is equal to
EUR [•] million
(equivalent to [•] x FY 2011 Estimated EBITDA)
on a debt-free, cash-free basis and assuming a sufficient net asset value including working capital position at Closing of the Proposed Transaction as necessary for a smooth operation of the business going forward.
The purchase price would be paid at the Closing of the Proposed Transaction in cash with immediately available funds.
[NOTE: in addition to the above, according to the procedure letter CG should provide a
Strictly Private and Confidential
Gregory Dalle
Director, EMEA Mergers & Aquistitions
Credit Suisse Securities (Europe) Limited
One Cabot Square
London E14 4QJ
Paul Klepetko
Director, US Mergers & Aquistitions
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York 10010 3629 NY
Final offer for the acquisition of 100% stake in Ansaldo Sistemi Industriali S.p.A. (“ASI” or the “Company”)
Dear Mr. Dalle and Mr. Klepetko
Thank you for your letter dated 13 March 2012 inviting Crompton Greaves Limited (“CG” or “Crompton Greaves” ) to proceed with Phase III of the acquisition of Ansaldo Sistemi Industriali S.p.A. (the “Proposed Transaction”).
We are pleased to hereby confirm our interest in the Proposed Transaction and to express our appreciation for the time spent by you and the Company’s management team in making available additional information in an online data room, hosting a meeting with the Company’s CFO, [auditors], general counsel and environmental manager [and allowing us to conduct further site visits].
We are therefore pleased to submit, as per your request, this final offer (the “Final Offer”). This Final Offer replaces the letter sent by Crompton Greaves on 8 February 2012 and sets forth the basic terms and conditions under which Crompton Greaves is willing to make this Final Offer.
1) Valuation of the Company
The total consideration that Crompton Greaves is willing to pay for the acquisition of the Company is equal to
EUR [•] million
(equivalent to [•] x FY 2011 Estimated EBITDA)
on a debt-free, cash-free basis and assuming a sufficient net asset value including working capital position at Closing of the Proposed Transaction as necessary for a smooth operation of the business going forward.
The purchase price would be paid at the Closing of the Proposed Transaction in cash with immediately available funds.
[NOTE: in addition to the above, according to the procedure letter CG should provide a