MPI DRAFT AGREEMENT ON THE MERGER OF MPI INTO ETABLISSEMENTS MAUREL & PROM
ETABLISSEMENTS MAUREL & PROM S.A.
2 NOVEMBER 2015
This document is a free English translation of the draft agreement on the merger of MPI into MAUREL & PROM. This translation has been prepared solely for the information and convenience of the shareholders of MPI and MAUREL & PROM and other readers. No assurances are given as to the accuracy or completeness of this translation and MPI and MAUREL & PROM assumes no responsibility with respect to this translation or any misstatement or omission that may be contained therein. In the event of any ambiguity or discrepancy between this translation and the original French version of the draft merger agreement, the French version shall prevail.
This document does not constitute and shall not be construed as an offer or the solicitation of an offer to purchase, sell or exchange any securities of MAUREL & PROM or MPI. In particular, it does not constitute an offer or the solicitation of an offer to purchase, sell or exchange of securities in any jurisdiction (including the US, the United Kingdom, Australia, Canada and Japan) in which it would be unlawful or subject to registration or qualification under the laws of such jurisdiction.
This business combination is made for the securities of a foreign company, and is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in any of the documents made available to the public in the context of the business combination have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the US federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
In connection with the proposed transaction, the required information documents will be filed with the Autorité des Marchés Financiers ('AMF'). Investors and shareholders are strongly advised to read, when available, the information documents that have been filed with the AMF because they will contain important information.
Shareholders and investors may obtain free copies of documents filed with the AMF at the AMF's website at www.amf-france.org or directly from MAUREL & PROM's website (www.maureletprom.fr) or MPI's website (www.mpienergy.fr).
DRAFT MERGER AGREEMENT
BETWEEN THE UNDERSIGNED: MPI S.A.,
A French société anonyme with a share capital of EUR 11,533,653.40, having its registered office at 51 rue d'Anjou, 75008 Paris, registered as a company in Paris under number 517 518 247 and represented by Mr Xavier Blandin in his capacity as Managing Director (Directeur Général), duly authorised for the purposes hereof in a decision of the board of directors dated 15 October 2015;
hereinafter 'MPI'.
AND:
ETABLISSEMENTS MAUREL & PROM S.A.,
FIRST PARTY,
A French société anonyme with a share capital of EUR 93,604,436.31, having its registered office at 51 rue d'Anjou, 75008 Paris, registered as a company in Paris under number 457 202 331 and represented by Mr Michel Hochard, in his capacity as Managing Director (Directeur Général), duly authorised for the purposes hereof in a decision of the board of directors dated 15 October 2015;
hereinafter 'MAUREL & PROM'.
SECOND PARTY,
MPI and MAUREL & PROM are hereinafter referred to collectively as the 'Parties' and individually as a 'Party'.
This draft merger agreement (the 'Agreement') has been agreed with a view to the merger of MPI into MAUREL & PROM (the 'Merger'); the provisions set out below will govern the Merger.
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TABLE OF CONTENTS
CHARACTERISTICS OF THE COMPANIES 6
Existing relations between the Parties 8
ARTICLE 1. PLANNED MERGER OF MPI INTO MAUREL & PROM 10
ARTICLE 2. MERGER AUDITORS AND INDEPENDENT EXPERT 10
ARTICLE 3. CONDITIONS PRECEDENT AND FINAL COMPLETION OF
ARTICLE 4. FINANCIAL STATEMENTS USED FOR ESTABLISHING
ARTICLE 5. DESCRIPTION AND EVALUATION OF ASSETS AND LIABILITIES TO BE TRANSFERRED 12
ARTICLE 6. TRANSFER OF ASSETS AND LIABILITIES 14
ARTICLE 7. TRANSFERRED EMPLOYEES 15
ARTICLE 8. TRANSITION PERIOD 15
ARTICLE 9. SHARE EXCHANGE RATIO 15
ARTICLE 10. REMUNERATION OF CONTRIBUTION AND MAUREL &
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