Amendment Letter to Share Purchase Agreement between AMRI and Lauro Cinquantasette S.p.A. (August 8, 2016)
This letter agreement amends a previous Share Purchase Agreement dated May 5, 2016, between Albany Molecular Research, Inc. (AMRI) and Lauro Cinquantasette S.p.A. regarding the purchase of all shares of Prime European Therapeuticals S.p.A. The amendment changes the deadline in Section 6.4 to September 30, 2016, while all other terms remain unchanged. The letter is governed by the same law and arbitration provisions as the original agreement and requires written acceptance by Lauro Cinquantasette S.p.A.
Exhibit 2.2
strictly private and confidential
August 8, 2016
To:
Lauro Cinquantasette S.p.A.
Via del Lauro, no. 7
20131 – Milano (MI)
Italy
Attention of Chief Financial Officer
With copy to:
Debevoise & Plimpton
919 Third Avenue
New York, NY 10022
United States of America
Attention to Maurizio Minzi-Levi
***@***
And
Chiomenti Studio Legale
Via XXIV Maggio 43
I-00187 Rome
Italy
Attention to Francesco Tedeschini
***@***
By registered letter with return receipt
Re: Share Purchase Agreement executed on May 5, 2016
Dear Sirs,
On May 5, 2016, AMRI – Albany Molecular Research, Inc., a company incorporated under the laws of the State of Delaware (USA), whose registered office is located in Albany (NY – USA) (AMRI), as buyer, and Lauro Cinquantasette S.p.A., a company incorporated under the laws of Italy whose registered office is in Milan (Italy), Via del Lauro 7, Italian Tax Code No. 04849340965 (Lauro 57), as seller, entered into a share purchase agreement, as amended pursuant to the amendment letter executed on July 7, 2016, (Agreement), governing the terms and conditions of the purchase of no. 65.852.365 ordinary shares representing 100% of the share capital of Prime European Therapeuticals S.p.A. – Euticals S.p.A., a company organized and existing under the laws of Italy, with registered office at Viale Bianca Maria, No. 25, Milano, tax code No. 07254610152 (Company). AMRI has requested certain modifications to the terms of the Agreement and the parties have agreed as set forth in this letter and represented by their signatures hereon. Except as otherwise expressly defined in this letter (Letter), capitalized terms used herein shall have the same meaning ascribed to them in the Agreement.
| Page 2 of 3 |
| 1. | Modification of Section 6.4. The first clause of the first sentence of Section 6.4 shall be amended as follows, provided that the remainder of Section 6.4 shall remain as set forth in the Agreement: |
| a. | Current language: “Not later than (30) Business Days after the Closing Date,” |
| b. | New language: “Not later than September 30, 2016,” |
| 2. | Survival – Interpretation. |
The Parties acknowledge and agree that: (a) all the other provisions of the Agreement not expressly amended by this Letter shall remain in full force and effect; and (b) any reference to the Agreement contained in this Letter shall be construed as a reference to the Agreement, as amended by this Letter.
| 3. | Governing law – Arbitration. |
Article 15 of the Agreement shall apply, mutatis mutandis, to this Letter.
If you agree with the amendment set forth in this Letter, please deliver to us a letter reproducing the contents of this Letter, signed by you for full confirmation and acceptance.
| Best regards. | ||||
| AMRI – Albany Molecular Research, Inc. | AMRI - Albany Molecular Research Luxembourg Sàrl | |||
| /s/ Lori M. Henderson | /s/ Lori M. Henderson | |||
| Name: Mrs. Lori M. Henderson | Name: Mrs. Lori M. Henderson | |||
| Title: Senior Vice President and General Counsel | Title: Category A Manager | |||
| Evergreen S.r.l. | ||||
| /s/ Lori M. Henderson | ||||
| Name: Mrs. Lori M. Henderson | ||||
| Title: Sole Director | ||||
| Page 3 of 3 |
| For acceptance | ||||
| Milan, August 8, 2016 | ||||
| Lauro Cinquantasette S.p.A. | ||||
| /s/ Marco Carotenuto | ||||
| Name: Marco Carotenuto | ||||
| Title: Director |
