Current Report No. 12/2020 — 29.12.2020 08:28Conclusion of a share purchase agreement in Atende Software
The Management Board of Atende Spółka Akcyjna with its registered office in Warsaw (the ′Issuer′, the ′Company′, the ′Seller′) hereby reports that on December 29th, 2020, a share purchase agreement in Atende Software spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw (KRS No 0000287417) (′Atende Software′) (′SPA′) was concluded between the Issuer and Custodia Capital Flix spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw (KRS No 0000871583) (the ′Buyer′).
On November 30th, 2020, the District Court for the capital city of Warsaw in Warsaw, 14th Commercial Division of the National Court Register, entered in the register of entrepreneurs of the National Court Register the division of Atende Software by separation to a newly formed Atende Industries spółka z ograniczoną odpowiedzialnością (′Atende Industries′) under Article 529(1)(4) of the Commercial Companies Code in the form of an organised part of the enterprise and a transfer of some of the assets of Atende Software related to IT systems for the energy sector (Smart Grid) to Atende Industries and leaving the remaining assets of Atende Software, i.e. the activities in the sectors of multimedia content distribution on the Internet and IT security, in Atende Software, information on which was provided by the Issuer in the current report No 11/2020 of November 30th, 2020.
According to the SPA, the Issuer sold to the Buyer 100% of shares in Atende Software, i.e. 10,000 (ten thousand) shares in Atende Software (the ′Shares′), each Share with a nominal value of PLN 50 (fifty zlotys), with the total nominal value of PLN 500,000.00 (five hundred thousand zlotys) for the total of PLN 52,500,000.00 (fifty two million five hundred thousand zlotys) (the ′Sale Price′).
The Sale Price was determined on the basis of the valuation of Atende Software carried out by the Buyer, based on the assumption that Atende Software will have cash of at least PLN 3,250,000 (three million two hundred fifty thousand zlotys) (the ′Cash′) as at the date of conclusion of the SPA. The SPA regulates the principles for verifying the Cash held by Atende Software as at the date of conclusion of the SPA.
Ownership of the Shares shall be transferred to the Buyer together with the payment of the Sale Price, which is to take place on the date of conclusion of the SPA or on the day following the date of conclusion of the SPA (the ′Transfer of Shares′).
The Buyer has agreed that within 6 (six) months from the Transfer of Shares, the Buyer shall effect the convening of a meeting of shareholders of Atende Software which shall adopt a resolution on changing the business name Atende Software by removing at least the word and device mark ′Atende′ from the business name Atende Software.
The Buyer has agreed in the SPA that Atende Software (or any related entity of Atende Software) shall not conduct (for the period of 3 years) any activities competitive to the Issuer (and its related entities). The Seller has agreed in the SPA that the Issuer (and its related entities) shall not conduct (for the period of 3 years) any activities competitive to Atende Software.
The Agreement stipulates that on account of untrue representations and warranties concerning Atende Software, the Seller shall be strictly liable for damage to the Buyer under the terms and conditions specified in the Agreement from the time of the Transfer of Shares. Moreover, by assuming strict liability which is independent from the liability for defective representations and warranties concerning Atende Software and by acting in accordance with the principle of freedom of contract, the Seller undertook with respect to the Buyer to redress the damage incurred by Atende Software or the Buyer as a result of the events specified in the Agreement.
The Seller shall have the right to withdraw from this Agreement until January 31st, 2021 (but not later than at the time of the Transfer of Shares), if the Buyer fails to pay the full amount of the Sale Price, provided that such breach is not remedied on the terms and conditions set out in the Agreement.
The Buyer shall have the right to withdraw from this Agreement until January 31st, 2021, but not later than at the time of the Transfer of Shares, if the Seller fails to meet all the obligations imposed on the Seller (i.e. when the Seller fails to (i) notify the Buyer of the crediting of the bank account with the Sale Price, (ii) sign the report confirming the transfer of ownership of the Shares and (iii) notify Atende Software, together with the Buyer, of the transfer of ownership of the Shares to the Buyer).
The Parties to the Agreement have agreed to maintain confidentiality.
The Agreement shall be governed by Polish law and any disputes between the Parties shall be settled by the arbitration court at the Polish Chamber of Commerce.