Letter agreement between Mondelez Coffee HoldCo B.V., Acorn Holdings B.V., Delta Charger HoldCo B.V., JDE Minority Holdings B.V. and Jacobs Douwe Egberts B.V., dated May 30, 2020
Exhibit 10.2
Mondelez Coffee HoldCo B.V.
Wilhelminakanaal Zuid 110
4903 RA Oosterhout
The Netherlands
30 May 2020
PRIVATE & CONFIDENTIAL
Acorn Holdings B.V.
Oosterdoksstraat 80
1011 DK
Amsterdam
The Netherlands
Delta Charger HoldCo B.V.
Oosterdoksstraat 80
1011 DK
Amsterdam
The Netherlands
JDE Minority Holdings B.V.
Oosterdoksstraat 80
1011 DK
Amsterdam
The Netherlands
Jacobs Douwe Egberts B.V.
Oosterdoksstraat 80
1011 DK
Amsterdam
The Netherlands
Dear Sirs,
Transfer of Shares in Jacobs Douwe Egberts B.V.
1. | We refer to the shareholders agreement relating to Jacobs Douwe Egberts B.V. (the Company), by and among Mondelez Coffee HoldCo B.V. (MDLZ), Delta Charger HoldCo B.V. (Delta Charger) and JDE Minority Holdings B.V. (JDE Minority) and Jacobs Douwe Egberts B.V. (the Company) dated 7 May 2014 as amended, varied and restated (the JDE SHA). Terms defined in the JDE SHA shall have the same meanings in this letter unless otherwise specified. |
2. | We hereby notify Delta Charger and JDE Minority that, pursuant clause 15.3.1 of the JDE SHA, MDLZ intends to transfer all of its Shares to MCH Sub B.V. (MCH Sub) in the coming days (the Contribution). MCH Sub is a wholly-owned subsidiary of MDLZ (and a wholly-owned, indirect subsidiary of Mondelēz International, Inc.) and, accordingly, is a Shareholder Group Entity of MDLZ. |
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3. | As required by clause 15.3.1(b) of the JDE SHA, MCH Sub shall enter into a Deed of Adherence in the form set out in schedule 8 to the JDE SHA before the Contribution occurs. The other parties to the JDE SHA shall also sign that Deed of Adherence. |
Waiver of Retransfer Requirement
4. | We note that, as envisaged by the proposal for merger prepared by the management boards of MCH Sub, New Oak 2 B.V. (New Oak 2) and JDE Peets B.V. (JDE Peets) dated 25 February 2020, MCH Sub will merge into New Oak 2 shortly after the Contribution occurs with JDE Peets issuing new shares to MDLZ as part of the merger (the Merger). |
5. | At the point at which the Merger becomes effective (the Effective Time), MCH Sub will cease to exist and MDLZ will come to hold only 26.5% of the shares of JDE Peets. Accordingly, MCH Sub will cease to be a Shareholder Group Entity of MDLZ at the Effective Time. |
6. | The parties to the JDE SHA hereby agree that clause 15.3.1(c) of the JDE SHA will not apply to the Merger, such that the obligation for MCH Sub to transfer all of its Shares back to MDLZ (or to another Shareholder Group Entity of MDLZ) prior to the Effective Time is hereby waived. |
Termination of JDE SHA
7. | The parties to the JDE SHA (including MCH Sub) hereby agree that: |
(a) | the JDE SHA shall be terminated with effect from the Effective Time, in accordance with clause 20.1.1(a) of the JDE SHA; and |
(b) | clauses 14.1, 14.2, 14.3, 22, 24 and 25 of the JDE SHA shall not constitute Surviving Provisions and, accordingly, shall not remain in force or effect after the Effective Time (notwithstanding clause 20.2.2 of the JDE SHA). |
8. | From the Effective Time until the first settlement of the initial public offering of JDE Peets, Acorn shall procure that each Group Company shall conduct itself in the ordinary course of business and in particular, except with the prior approval of MDLZ, not take any action which would be a Reserved Matter if the JDE SHA had not been terminated pursuant to paragraph 7 above. |
9. | For the avoidance of doubt, the terms of the JDE SHA (including, in particular, the provisions relating to Reserved Matters) shall continue to apply until the Effective Time. |
Miscellaneous
10. | The terms of this letter and the transactions contemplated hereunder shall constitute Confidential Information (in respect of each Shareholder) for the purposes of clause 22 of the JDE SHA. |
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11. | Clauses 30 (Notice), 31 (Governing Law), 32 (Arbitration), 33 (Jurisdiction) and 34 (Counterparts) and schedule 14 (Interpretation) of the JDE SHA shall apply to this letter mutatis mutandis. |
Please countersign a copy of this letter to confirm your agreement to the terms set out in this letter.
[signature page to follow]
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Yours faithfully,
Signed: | /s/ P.J. Merkus | /s/ M.F.J.M. van de Louw | ||||
for and on behalf of | for and on behalf of | |||||
Mondelez Coffee Holdco B.V. | Mondelez Coffee Holdco B.V. |
We hereby confirm our agreement to the terms set out in this letter:
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/s/ K.C. Keller | /s/ L. Burgers | /s/ M.M. Broers | ||
for and on behalf of Acorn Holdings B.V. | for and on behalf of Delta Charger HoldCo B.V. | for and on behalf of JDE Minority Holdings B.V. | ||
| /s/ P.J. Merkus | |||
/s/ K.C. Keller | /s/ M.F.J.M. van de Louw | |||
for and on behalf of Jacobs Douwe Egberts B.V. | for and on behalf of MCH Sub B.V. |